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EFTA01415820

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31 October 2017 Railroads Canadian Rails Deutsche Bank Markets Research North America Canada Industrials Railroads Industry Canadian Rails Date 31 October 2017 Initiation of Coverage Flipping the Script - Buy CP, Sell CNI Seldon Clarke, CFA Associate Analyst Amit Mehrotra Research Analyst Kenya Watson Research Associate Chris Snyder, CFA to Initiating Coverage of Canadian Rails We are expanding our coverage of Transportation companies with initiation of coverage of the Canadian railroad industry. We are positive on Canadian Pacific (CP, Buy) and cautious on Canadian National (CNI, Sell), as we see overall market share and earnings trajectory driving a reversal in recent relative value trends. All told we forecast CP to grow EPS at double the rate of CNI (+30% for CP vs. +15% for CNI cumulatively through 2019), which together with capex and free cash trends should drive re-rating at CP and de-rating for CNI. In this report we present a primer on the Canadian rail industry, with deep dives on Canadian Pacific and Canadian National. Deutsche Bank Securities Inc. Distributed on: 31/10/2017 20:03:27 GMT Deutsche Bank does and seeks to do business with companies covered in its research reports. Thus, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. DISCLOSURES AND ANALYST CERTIFICATIONS EFTA01415820 ARE LOCATED IN APPENDIX 1. MCI (P) 083/04/2017. Obed7b6cfllc EFTA01415821 EFTA01415822 Railroads Canadian Rails Deutsche Bank Markets Research North America Canada Industrials Railroads Industry Canadian Rails Date 31 October 2017 Initiation of Coverage Flipping the Script - Buy CP, Sell CNI Initiating Coverage of Canadian Rails We are expanding our coverage of Transportation companies with initiation of coverage of the Canadian railroad industry. We are positive on Canadian Pacific (CP, Buy) and cautious on Canadian National (CNI, Sell), as we see overall market share and earnings trajectory driving a reversal in recent relative value trends. All told we forecast CP to grow EPS at double the rate of CNI (+30% for CP vs. +15% for CNI cumulatively through 2019), which together with capex and free cash trends should drive re-rating at CP and de-rating for CNI. In this report we present a primer on the Canadian rail industry, with deep dives on Canadian Pacific and Canadian National. CANADIAN NATIONAL (CNI): A Victim of Its Own Success; Initiate Sell/$73 PT We see 1096+ downside in CNI shares as the company's strong outperformance starts to slow- driven by both the law of large numbers (the company already achieves a mid 40's operating margin, up from the high 30's five years ago) as well as catch-up performance from CP. For example, we note that from 2012-2016 CNI increased volumes at more than double the rate of CP, reflecting mix as well as market share gains during CP's implementation of Precision Railroading. The combination of CNI's slower prospective earnings growth and high capex (20% of sales) implies 15.5x P/E under our DCF-derived methodology, implying potential for 3.5 turns (20%) valuation de-rating vs. current trading levels. Initiate Sell. CANADIAN PACIFIC (CP): Shifting Gears; Initiate Buy/$209 PT Following its multi-year implementation of Precision Railroading, CP is shifting gears from cost take-out to top-line growth. As such, we see at least 15% EFTA01415823 upside in shares as CP leverages its reduced cost base, improved service levels, and recent capacity investments to retake market share. We expect this to translate to 30% cumulative EPS growth over the next two years, reflecting midsingle digit revenue growth, significant operating leverage, and accelerated share repurchase. Against this backdrop we see CP's relative valuation discount as unsustainable, which underpins our positive stance to shares. Initiate Buy. Valuation and Risks: We utilize P/E multiples to value rail stocks, with our target multiple assumptions heavily supported by our discounted cash flow models. Risks for the group include recession, industrial production, pricing, and mgmt. execution. For more details please company-specific CP and CNI sections within this note. Seldon Clarke, CFA Associate Analyst Amit Mehrotra Research Analyst Kenya Watson Research Associate Chris Snyder, CFA Research Associate Companies featured Canadian Pacific (CP.N),USD174.74 Canadian National (CNI.N),USD81.21 Source: Deutsche Bank Buy Sell Deutsche Bank Securities Inc. Deutsche Bank does and seeks to do business with companies covered in its research reports. Thus, investors should be aware that the firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. DISCLOSURES AND ANALYST CERTIFICATIONS ARE LOCATED IN APPENDIX 1. MCI (P) 083/04/2017. EFTA01415824 31 October 2017 Railroads Canadian Rails Table Of Contents Executive Summary 3 North American Railroads 10 Rail End Markets Overview and Outlook 23 Railroad Valuation 34 CP Company Overview 40 Management Overview 48 Valuation 49 Financial Statements 51 CNI Company Overview 56 Management Overview 65 Valuation 65 Financial Statements 67 Page 2 Deutsche Bank Securities Inc. EFTA01415825 31 October 2017 Railroads Canadian Rails Executive Summary We are expanding our coverage of Transportation companies with initiation of coverage of the Canadian railroad industry. We are positive on Canadian Pacific (CP, Buy) and cautious on Canadian National (CNI, Sell), as we see overall market share and earnings trajectory driving a reversal in recent relative value trends. All told we forecast CP to grow EPS at double the rate of CNI (+30% for CP vs. +15% for CNI cumulatively through 2019), which together with capex and free cash trends should drive re-rating at CP and de-rating for CNI. In this report we present a primer on the Canadian rail industry, with deep dives on Canadian Pacific and Canadian National. We do not believe current valuation appropriately reflects the relative earnings trajectory and shifting market dynamics within the Canadian rail industry. We believe CP is well positioned to regain market share from CNI as it leverages its lowered cost base, improved service levels, and recent capacity investments to retake market share. In our view, these efforts will help CP achieve industryleading volume and earnings growth over the next several years (ex-CSX). A lower cost base and better service levels should help CP regain share From 2012-2016, CNI increased volumes (revenue ton-miles [RTM's]) at more than double the rate of CP (+3.0% CAGR vs. +1.2% CAGR for CP). While mix likely played a factor, we believe the key driver behind this was CNI's ability to win market share as the lower-cost carrier with superior service. Further, this came at a transitional time for CP as the focus was largely on the implementation of Precision Railroading which likely pushed freight onto other transportation modes as well. As you can see below, CNI had nearly 18% points of cost advantage over CP (as measured by operating ratio) before CP began implementing Precision Railroading in 2012. This advantage has largely been erased, and we expect just a 200bps difference in operating ratios in 2017. Figure 1: Canadian RTM's 2004-2017E (2004=100) 100 110 120 130 EFTA01415826 140 80 90 Source: Deutsche Bank, Company filings 137.5 CP RTM's CNI RTM's 115.3 Figure 2: CNI's cost advantage has largely been erased 10% 12% 14% 16% 18% 20% (2%) 0% 2% 4% 6% 8% Source: Deutsche Bank, Company filings 17.8% 14.2% 2.0% 0.8% (0.0%) Moreover, CP has seen a significant improvement in service levels while CNI's service metrics are essentially inline with 2012 levels. Behind this improvement was CP's multi-year track upgrade program which was completed in 2015. While a more efficient railroad, better service, and lower costs typically all go Deutsche Bank Securities Inc. Page 3 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E CNI cost advantage vs. CP 2005 EFTA01415827 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E EFTA01415828 31 October 2017 Railroads Canadian Rails hand-in-hand, we believe it is important to note that almost all of CP's service improvements came after 2014, which is when the aforementioned volume trends started to diverge. Figure 3: CP's avg. train speed is up 28% since 2012 vs. down 5% for CNI 15% 25% 35% (15%) (5%) 5% 2013 2014 CP Source: Deutsche Bank, Company filings 2015 2016 CNI 2017 Figure 4: CP's dwell has improved by 13% vs. just 1% for CNI 10% 15% 20% (15%) (10%) (5%) 0% 5% 2013 2014 2015 2016 2017 CP CNI Source: Deutsche Bank, Company filings We believe CP's improvements are beginning to manifest in volume trends. As you can see below, volumes at CP have inflected positively relative to CNI in recent months and appear to be gaining momentum. CP is still playing catchup in Intermodal, though we note the majority of CNI's intermodal growth is coming from International, which we believe carries a lower margin than domestic intermodal, which represents a bigger piece of the pie for CP. Looking out over the next couple of years, we expect this momentum to continue for CP and forecast cumulative RTM growth of 7% by 2019 (vs. 2017) compared to 5% for CNI. Figure 5: CP's volumes began outpacing CNI in recent months 100 110 120 EFTA01415829 130 90 CP RTM's (ex-intermodal) CNI RTM's (ex-intermodal) Figure 6: and Intermodal volumes aren't far behind 100 110 120 130 140 90 CP Intermodal RTM's CNI Intermodal RTM's Source: Deutsche Bank, Company filings Source: Deutsche Bank, Company filings The picture becomes even clearer when we look at the number of carload classifications growing relative to those declining on a yoy basis. As you can see below, CP's carload strength appears to be broad-based and gaining momentum. Page 4 Deutsche Bank Securities Inc. 4-wk avg.( 100=Week 1 '17) % chg. From 2012 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 28% (5%) 4-wk avg.( 100=Week 1 '17) Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 % chg. From 2012 (13%) (1%) EFTA01415830 31 October 2017 Railroads Canadian Rails On the other hand, CNI's carload trends appear to be losing steam with Intermodal and "Other" being the only carload groupings up yoy over the past four weeks. Figure 7: CP carload growth appears to be gaining momentum... Carloads growing YoY Carloads declining YoY 2 7 4 5 2 2 2 2 7 7 7 7 4 5 2 7 4 3 4 3 3 5 6 5 6 6 5 6 4 3 8 7 6 1 2 3 4 5 6 3 8 1 6 2 3 7 Figure 8: as CNI's carload trajectory appears to be losing steam Carloads growing YoY Carloads declining YoY 7 8 7 7 7 7 8 4 5 2 1 7 8 9 9 2 3 3 4 7 6 6 5 2 1 2 2 2 2 1 6 6 3 3 EFTA01415831 4 4 5 5 2 7 Source: Deutsche Bank, AAR Source: Deutsche Bank, AAR CP is putting the pieces together to leverage a better network After building a better foundation, i.e. lower-cost base and better service, CP has begun putting the pieces together to profitably grow its revenue base. A key piece, in our view, was the appointment of John Brooks as CM0 in February, 2017. In the 2.5 years prior to John's appointment as CMO, Keith Creel was largely responsible for overseeing sales and marketing at CP. At the same time, however, Creel was acting COO and being groomed to be Hunter Harrison's replacement. Combined with the major task of turning around North America's least profitable railroad, its easy to see how marketing/sales efforts largely went by the wayside. In addition to John's appointment as CMO, these efforts have been reinvigorated through a number of initiatives: Trip Plan - Introduced in late 2016, Trip Plan allows customers to track shipments on a car by car basis thereby eliminating inefficiencies and increasing delivery accuracy. This service helped drive on-time performance above 90% in 2016 (well above industry avg). Enhanced intermodal offering - CP recently opened its transload facility in Vancouver which helps steamship lines more efficiently manage their containers. Transload facilities enable the interchange of commodities to different rail cars / containers. This allows CP to utilize a steamship's containers for inland originating traffic destined for ports, thereby reducing costs to its customer by eliminating transportation costs on empty containers. To this point, empty export containers out of Vancouver are up over 40% ytd through September. Expanding sales/marketing footprint - CP announced just last month that it is expanding its sales and marketing presence in Asia. Positions are being added in China and Singapore to expand business with current customers and attract new ones. This follows a number of other announcements over the past several months aimed at improving CP's product/market reach through increased communication with its customers. Dedicated Train Program - Introduced during the 2014/15 crop year, CP's Dedicated Train Program (DTP) allows its customers to control Deutsche Bank Securities Inc. Page 5 EFTA01415832 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17 May-17 Jul-17 Sep-17 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17 May-17 Jul-17 Sep-17 EFTA01415833 31 October 2017 Railroads Canadian Rails their own rail assets for a full crop year. This program helps customers more efficiently manage their supply chains and demand for the service continues to grow (up 15% yoy in 3Q). While CNI has long been ahead of the curve in many of these efforts, we believe what will take place over the next several years is more of a natural shift in market share back to CP. Aside from service and cost, the major difference between any major Class I railroad is its geographical footprint. We believe much of the market share which CP lost to CNI over the past several years was simply due to the fact that CNI had a better overall service offering which in many cases outweighed any advantage CP may have had geographically. Now that CP has eliminated any service or cost advantage that CNI was able to take advantage of in the past, we expect to see a natural rebalancing of market share in CP's favor. Relative valuation premium/discount expected to flip in coming years With CNI still trading at a 7.5% premium to CP on a fwd. P/E basis, we believe current multiples imply that recent market share losses at CP are structural and will likely continue long-term. However, we believe CP is turning the corner and expect a natural rebalancing of rail business to support best-in-class volume growth over the next several years. With much of this rebalancing coming at the expense of CNI, we expect the 10% premium that CNI has been trading at to reverse over the next 12-14 months. Figure 9: CP NTM P/E relative to CNI NTM P/E since 2012 1.4x 1.2x 1.0x 0.8x Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 CP/CNI Relative P/E Mean Source: Deutsche Bank, Company Reports +/- 1. std. dev Figure 10: CP's relative premium (discount) to CNI on a NTM P/E basis 10% 20% 30% (20%) (10%) EFTA01415834 0% '12 '13 Source: Deutsche Bank, FactSet '14 '15 '16 CP NTM P/E Premium (Discount) to CNI '17 DCF Framework supports our view on valuation All told we expect rail volume growth to track fairly closely with long-term industrial production and the overall economy. As such, we believe Canadian railroads should generate cumulative long-term top-line growth in the range of 3.5-4% (-2% volume and pricing). With CP in a better position to win market share over the next several years, in our view, we assume top-line growth at the top end of that range (4%) with CNI trending at the lower-end (3.5%) before returning to our long-term assumption of 3.75% growth in 2025+. As shown on the following page, our DCF framework for CP translates to an implied P/E multiple of roughly 17.5x our 2019 EPS estimate. Page 6 Deutsche Bank Securities Inc. EFTA01415835 31 October 2017 Railroads Canadian Rails Figure 11: Our DCF framework for CP translates to an implied P/E multiple of 17.5x CP - DCF Framework Gross Revenue YoY Change (%) EBIT % margin Implied Off BS Interest EBIT + Interest adjustment % margin Cash tax rate (%) Unlevered Free Cash Flow NOPAT % of revenue D&A % of revenue Net Capex % of revenue Working capital Unlevered FCF Time factor Discount factor PV of cash flows Price Target Derivation NPV Net Debt (3Q '17) PV of Operating Leases Implied Equity Value 4Q '18e Sharecount USD/CAD Implied Share Price WACC calculation Historical RFR Equity Risk Premium (ERP) Beta Cost of equity WACD Tax rate Cost of debt % equity % debt WACC Source: Deutsche Bank, Company filings, FactSet 44,356 7,991 288 36,077 138 EFTA01415836 $1.25 2.35% 7.00% 1.01 9.4% 5.5% 26.5% 4.0% 72% 28% 7.9% 2016 6,232 (7.2%) 2,578 2,600 2017E 6,543 2018E 6,831 2,960 24 2019E 7,265 3,226 25 2020E 7,556 3,400 2021E 7,858 3,536 27 2022E 8,172 3,678 29 3,706 2023E 8,499 3,825 30 2024E 8,839 3,978 31 2025E 9,193 4,137 32 Terminal EFTA01415837 Value 9,537 5.0% 4.4% 6.4% 4.0% 4.0% 4.0% 4.0% 4.0% 4.0% 3.75% 2,747 23 26 2,770 2,984 3,251 3,426 3,564 3,854 4,008 4,169 4,292 41.4% 42.0% 43.3% 44.4% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 22 33 4,325 41.7% 42.3% 43.7% 44.8% 45.3% 45.3% 45.3% 45.3% 45.3% 45.3% 45.3% 23.3% 15.0% 15.0% 15.0% 1,995 2,355 660 2,536 683 2,764 719 2,856 758 2,912 789 2,967 822 3,023 856 3,078 891 3,133 928 3,179 32.0% 36.0% 37.1% 38.0% 37.8% 37.1% 36.3% 35.6% 34.8% 34.1% 33.3% 640 963 10.3% 10.1% 10.0% 10.0% 10.0% 10.0% 10.1% 10.1% 10.1% 10.1% 10.1% (1,066) (17.1%) (55) (1,235) (18.9%) 11 EFTA01415838 0.0 100.0% (1,275) (18.7%) (10) 0.0 (1,325) (18.7%) 7 1.0 (1,417) (18.8%) 0 1.0 (1,478) (18.8%) 0 1.0 (1,541) (18.9%) 0 1.0 (1,607) (18.9%) 0 1.0 (1,675) (19.0%) 0 1.0 (1,747) (19.0%) 0 1,514.0 1,790.1 1,934.1 2,165.2 2,196.3 2,223.0 2,248.3 2,272.1 2,314.4 0.0 1.0 Other Assumptions Revenue growth 2020-2025 Terminal revenue growth Terminal EBIT Margin Terminal Tax Rate Terminal D&A (% of rev.) Terminal Capex (% of rev.) $209 <-- Translates to —17.5x our 2019 EPS estimate 4.0% 3.75% 45.0% <--Reached by 2020 26.5% 10.1% (19.0%) 2,294.2 EFTA01415839 0 2,330.1 1.0 100.0% 92.7% 85.8% 79.5% 73.7% 68.3% 63.3% 58.6% 58.6% 2,006.1 1,885.5 1,768.2 1,656.9 1,551.4 1,451.4 1,356.6 32,679.6 (1,812) (19.0%) 16.6% 18.3% 19.9% 21.6% 23.2% 24.9% 26.5% While our DCF framework for CNI translates to an implied P/E multiple of 15.5x our 2019 EPS estimate. Deutsche Bank Securities Inc. Page 7 EFTA01415840 31 October 2017 Railroads Canadian Rails Figure 12: Our DCF framework for CNI translates to an implied P/E multiple of 15.5x CNI - DCF Framework 2016 Gross Revenue YoY Change (%) EBIT % margin Implied Off BS Interest EBIT + Interest adjustment % margin Cash tax rate (%) Unlevered Free Cash Flow NOPAT % of revenue D&A % of revenue Net Capex % of revenue Working capital Unlevered FCF Time factor Discount factor PV of cash flows Price Target Derivation NPV Net Debt (3Q '17) PV of Operating Leases Implied Equity Value 4Q '18e Sharecount USD/CAD Implied Share Price WACC calculation Historical RFR Equity Risk Premium (ERP) Beta Cost of equity WACD Tax rate Cost of debt % equity % debt WACC Source: Deutsche Bank, Company filings, FactSet 77,786 10,305 516 66,965 EFTA01415841 730 $1.25 2.35% 7.00% 0.92 8.8% 5.4% 26.5% 4.0% 83% 17% 8.0% 5,312 5,350 2017E 2018E 5,863 2019E 12,037 13,067 13,418 14,171 (4.6%) 41 42 6,274 2020E 6,498 2021E 6,727 6,775 2022E 6,968 2023E 7,177 2024E 7,393 2025E 14,596 15,034 15,485 15,950 16,428 16,921 7,614 45 46 47 53 Terminal Value 17,555 8.6% 2.7% 5.6% 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% 5,682 49 50 52 5,723 5,905 3.75% EFTA01415842 6,319 6,544 7,017 7,228 7,445 7,668 7,900 44.1% 43.5% 43.7% 44.3% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 38 44.4% 43.8% 44.0% 44.6% 44.8% 45.1% 45.3% 45.3% 45.3% 45.3% 45.3% 13.4% 15.0% 15.0% 15.0% 4,633 4,865 1,293 5,020 1,355 5,371 1,431 5,455 1,478 5,536 1,525 5,619 1,573 5,669 1,622 10.2% 9 9% 10.1% 10.1% 10.1% 10.1% 10.2% 10.2% (2,695) (22.4%) (35) (2,700) (20.7%) (24) 0.0 100.0% (2,684) (20.0%) (8) 0.0 (2,834) (20.0%) (18) 1.0 (2,919) (20.0%) 0 1.0 (3,007) (20.0%) 0 1.0 EFTA01415843 (3,097) (20.0%) 0 1.0 5,716 1,673 5,762 1,726 55 7,955 16.6% 18.3% 19.9% 21.6% 23.2% 24.9% 26.5% 5,847 38.5% 37.2% 37.4% 37.9% 37.4% 36.8% 36.3% 35.5% 34.8% 34.1% 33.3% 1,225 (3,190) (20.0%) 0 1.0 10.2% 10.2% 10.2% (3,286) (20.0%) 0 1.0 (3,384) (20.0%) 0 1.0 1,791 (3,511) (20.0%) 0 3,127.9 3,433.6 3,683.1 3,950.7 4,013.7 4,054.1 4,094.6 4,101.0 4,104.0 4,103.6 4,126.8 0.0 1.0 100.0% 92.6% 85.7% 79.4% 73.5% 68.1% 63.0% 58.4% 58.4% 3,658.1 3,441.2 3,218.5 3,009.8 2,791.3 2,586.5 2,394.7 56,686.1 Other Assumptions Revenue growth 2020-2025 Terminal growth rate Terminal D&A (% of rev.) Terminal Capex (% of rev.) $73 <-- Translates to 15.5x our 2019 EPS estimate 3.00% 3.75% Terminal EBIT Margin 45.0% <--Reached by 2022 Terminal Tax Rate 26.5% 10.2% (20.0%) Page 8 EFTA01415844 Deutsche Bank Securities Inc. EFTA01415845 31 October 2017 Railroads Canadian Rails Deutsche Bank Securities Inc. Page 9 Figure 13: DB North American Class I Rail Comparative Valuation Table Current Market Price Price Company (Ticker) CSX Corp. (CSX) Norfolk Southern (NSC) Union Pacific (UNP) Canadian National (CNI) Canadian Pacific (CP) Class I Average Buy 51.60 60 Hold 132.80 Hold 116.37 Sell 81.21 174.74 Buy 135 129 73 209 Valuation Rating 30-Oct Target Methodology Blended Avg. 17.5x 2018 EPS 17.0x 2018 EPS 15.5x 2018 EPS 46,596 NTM Cap Dividend ($mm) Yield 1.8% EPS 2016 2017E 2018E NTM EPS Growth 2016 2017E 2018E YoY YoY YoY Price/Earnings 5-Yr. 2016 2017E 2018E NTM Avg. EV/EBITDA 5-Yr. EFTA01415846 2017E 2018E NTM Avg. 2.21 2.80 2.93 2.91 22.5% 26.6% 4.5% 23.3x 18.4x 17.6x 17.7x 14.3x 9.9x 9.4x 10.1x 8.1x 17.5x 2019 EPS 24,362 Note: we are translating Canadian rail numbers to USD at an exchange rate of USD/CAD of 1.25 Source: Deutsche Bank, Company Filings, FactSet 37,669 2.0% 14.1x 10.0x 88,818 2.5% 15.6x 9.6x 59,924 1.9% 6.45 6.90 7.75 7.61 14.8% 7.0% 12.2% 20.6x 19.2x 17.1x 17.5x 9.4x 10.1x 8.3x 5.81 6.69 7.60 7.45 14.6% 15.2% 13.5% 20.0x 17.4x 15.3x 15.6x 9.0x 9.8x 8.8x 3.92 4.26 4.70 4.63 13.1% 8.9% 10.3% 20.7x 19.0x 17.3x 17.5x 15.6x 12.5x 11.7x 11.8x 10.9x 1.2% 1.9% 8.84 10.48 11.93 11.69 14.0% 18 5% 13.8% 19.8x 16.7x 14.6x 15.0x 16.5x 11.4x 10.5x 10.6x 11.1x 15.8% 15.3% 10.9% 20.9x 18.1x 16.4x 16.7x 15.2x 10.7x 10.0x 10.5x 9.5x EFTA01415847 31 October 2017 Railroads Canadian Rails North American Railroads The North American rail industry is made up of seven Class I rail operators, which are defined as having annual revenues of at least $250M or more in 1991 dollars, or about $475M in current terms, who operate roughly 140,000 of track miles across the continent. In addition, there are over 20 regional railroads and 500 local railroads. Total rail volumes in North America last year totaled roughly 35 million carloads (including intermodal) with 26.1M originating in the U.S. (76%), 6.8M in Canada (20%), and 1.3M in Mexico (4%). The largest contributor to North American rail volumes comes from Intermodal (50%), followed by coal (13%) and agricultural products (9%). Figure 14: North American rail traffic originations by country 76% 4% 20% Source: Deutsche Bank, Association of American Railroads (AAR) U.S. Carloads Canada Carloads Mexico Carloads Figure 15: North American rail traffic by type (exintermodal) Other 4% Nonmetallic minerals 13% Autos & parts 7% Metallic ores & metals 8% Forest products 4% Source: Deutsche Bank, AAR Coal 31% Ag & Food Products 16% Chems & Petroleum 17% The carload breakdown, however, doesn't tell us the full story. While Intermodal EFTA01415848 volumes make up roughly half of North American rail carloads, it makes up just one fifth of revenues for the rails. Figure 16: North American revenue contribution by type Autos 9% Industrial Products 19% Intermodal 20% Coal 11% Other 4% Ag Products 18% Chemicals 19% Source: Company reports (includes CP, CNI, CSX, KSU, NSC, UNP) Page 10 Deutsche Bank Securities Inc. EFTA01415849 31 October 2017 Railroads Canadian Rails Before discussing the revenue model and cost structure dynamics, as well as each commodity group in more detail, we provide a description for each commodity and offer a brief overview of the industry structure: Coal (31% of carloads) — Shipments of coal to power plants and industrial customers. Includes anthracite, bituminous, and lignite coal; Chemicals (17% of carloads) — All chemicals and related products such as sulfuric acid, ethanol and fertilizer. Also includes petroleum and refined oil products, such as crude, gasoline, diesel, asphalt, LPG etc. Agricultural products (16% of carloads) - All food and feed-related products: Grain (wheat, corn, oats, etc.), flour, rice soybean meal, etc. Nonmetallic minerals (13% of carloads) - Crushed stone, sand, gravel, clay and glass products used in construction; Salt used for ice control; Metallic ores and metals (8% of carloads) - Manganese ore, iron ore, copper ore, alumina and nickel ore; Finished steel products and scrap; Autos/Parts (7% of carloads) - Finished automobiles and auto parts; Forest products (4% of carloads) - All lumber and wood products (except furniture), pulp mills, paper, paperboard, containers or boxes, etc. Other (4% of carloads) — all waste and everything not included above Railroad Industry Structure The North American rail industry is split into three classes as defined by the Surface Transportation Board (STB): Class I: Defined as having annual operating revenues of $250M or more in 1991 dollars, which adjusted for inflation, is around $475M today. Class I rails account for just over two-thirds of North American track mileage and consists of seven companies. 1. Burlington Northern Sante Fe (BNSF): Based in Fort Worth, TX, has a network of 32,500 route miles in 28 states and three Canadian provinces. Acquired by Warren Buffet's Berkshire Hathaway in 2010; 2. Union Pacific (UNP): Based in Omaha, NE, UNP links 23 states in the western two-thirds of the U.S. (west of Chicago and New Orleans); 3. CSX Corp (CSX): Based in Jacksonville, FL, about 21,000 route miles serving most of the East Coast including D.C. as well as the Canadian provinces of Ontario and Quebec; 4. Norfolk Southern (NSC): Based in Norfolk, Virginia, operates 20,000 route miles in 22 eastern states and the District of Columbia; 5. Kansas City Southern (KSU): Based in Kansas City, Missouri, EFTA01415850 -6,200 route miles operating in ten central U.S. states with the shortest north/south rail route between Kansas City and ports along the Gulf. Also operates in central and northeastern Mexico. 6. Canadian National (CNI): Based in Montreal, Canada, operates over 20,000 route miles connecting all four major ports in Canada (Prince Rupert, Vancouver, Halifax, & Montreal) to the Gulf of Mexico. It is the largest railway in Canada. Deutsche Bank Securities Inc. Page 11 EFTA01415851 31 October 2017 Railroads Canadian Rails 7. Canadian Pacific (CP): Based in Calgary, Canada, operates approximately 12,500 of route miles spanning six Provinces in Canada and 13 states in the U.S. (serving cities like Minneapolis, Milwaukee, Detroit, Chicago, and New York). Class II & Class III: Defined as railroads with revenues above $40M (Class II) or under $40M (Class III). Together they account for just under onethird of North American track mileage, made up of over 20 regional railroads (Class II) and over 500 local/short line railroads (Class III). Class II railroads connect with Class I carriers for long-haul shipping, and Class III provide rural communities with links to larger networks. Because of their small size short line rails are typically consolidated. Figure 17: Regional exposure by railroad Geographical Footprint Region Northwest U.S. Southwest U.S. Midwest U.S. Southeast U.S. Northeast U.S. Canada Mexico UNP CSX NSC BNSF KSU CP CNI wr wjC 4 iiirc 4 4 4 4 4 wr g g wr g g g g g g g Source: Deutsche Bank, Company filings North American carload and intermodal trends Total NA carloads have declined at a 1.6% CAGR since 2010 reflecting a 7.6% decline in Coal volumes offset by strong growth in sectors like autos/auto parts (+5.7%) and chemicals (+2.9%). Total traffic, which includes carloads and intermodal volumes, has increased at a 0.6% CAGR since 2010 — reflecting a 3 3% growth in intermodal traffic. From a regional standpoint, Mexico has seen the strongest growth with carloads increasing at a 4.4% CAGR amidst strength in autos (+7.2%) and intermodal (+8.3%) while the U.S. has been the laggard. Figure 18: Longer-term movements in NA rail traffic by type 2010-2016 (rebalanced to 100) 100% EFTA01415852 110% 120% 130% 140% 150% 60% 70% 80% 90% Source: Deutsche Bank, AAR Autos/Parts, 139% Intermodal Chems Nonmetallic Forest Ag. Metallic Figure 19: Longer-term movements in NA rail traffic by country 2010-2016 (rebalanced to 100) 100% 105% 110% 115% 120% 125% 130% 135% Coal, 62% 2010 2011 2012 2013 2014 2015 2016 Canada Mexico 129% 101% 110% 104% 2010 2011 2012 2013 2014 2015 2016 U.S. Source: Deutsche Bank, AAR Total NA Page 12 Deutsche Bank Securities Inc. EFTA01415853 31 October 2017 Railroads Canadian Rails More recently, we have seen significant strength in Canada due to strong Intermodal (up 11% YTD), Chemicals (up 9% YTD), and Metals traffic (up 28% YTD). To that point, Canadian carloads are up 9% yoy through 3Q 2017— which compares to up 3% for the U.S. railroads. Figure 20: YoY changes in U.S. vs. Canadian rail traffic Q1 2015 - Q4 2017e 10% 15% 7% (15%) (10%) (5%) 0% 5% 3% 4% 12% 9% 6% 1% 0% U.S. Rails Note: U.S. rails include CSX, NSC, and UNP. Canadian rails include CP and CNI Source: Deutsche Bank, Company filings Canadian Rails Revenue discussion The revenue model for rail companies is fairly straight forward at a high level - volume (typically measured in carloads) x price (measured in average revenue per carload). Total company revenue per carload can depend on various factors, such as mix of volume (different commodities have different price points), length of haul, movements in core/underlying price and fuel surcharges. In 2016, the seven Class I railroads generated roughly $78 billion in revenue This marked an 8% decline from 2015 amidst a 4.2% decline in rail carloads and 4.0% decline revenue per carload (yield). The decrease in rail traffic was largely the result of weaker industrial production activity across North America due to the collapse in commodity prices, looser truckload capacity (hurts domestic intermodal volumes), and the continued shift away from coal dependency (coal carloads down 20% in 2016). The decline in yield, which has a few more moving parts than volumes, was largely the result of lower fuel surcharge revenue ($2.5 billion cumulatively, or $60/carload) and mix headwinds as core-pricing (essentially same-store pricing) was up in the low-single digits across the industry. EFTA01415854 We note 2016 was largely a continuation of downward trends which began in early 2015 and things appeared to bottom in late 2016. To that point, we expect revenue for the industry to be up roughly 6% in 2017 reflecting easy comps, increased industrial production activity, a rebound in coal volumes (largely due to a weaker USD), and increased fuel surcharge revenue. Below we depict Class I revenue trends from 2010-2018E and a market share breakdown by rail. Deutsche Bank Securities Inc. Page 13 YoY Chg. In Carloads Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017E EFTA01415855 31 October 2017 Railroads Canadian Rails Figure 21: Class I rail revenue trends 2010-2018E 100,000 40,000 50,000 60,000 70,000 80,000 90,000 13.8% 5.0% 4.6% 7.3% 6.0% 5.2% -5.8% -8.2% (10%) (5%) 0% 5% 10% 15% Total Revenue YoY Chg. Source: Deutsche Bank, Company Reports (we are assuming BNSF & KSU grow in- line w industry) Source: Deutsche Bank, Company reports Figure 22: Class I rail market share by company & region in 2016 NSC 13% CSX 15% CNI 12% CP 6% UNP 26% BNSF 25% KSU 3% U.S./Mexico: 82% Canada: 18% When we look at the rails individually, carload mix plays an important factor visa-vis overall volume growth. For example we note CNI's total traffic increased at a 1.7% CAGR 2010-2016, vs. +1.2% for NSC, +0.2% for CSX, -0.7% for UNP, and -0.9% for CP. We believe the variance largely reflects mix with CNI EFTA01415856 being the least exposed rail to Coal (-7.6% CAGR) while nearly 60% of NSC's 2016 traffic was represented by historically faster growing carload types such as autos/- parts (5.7% CAGR) and intermodal (3.3% CAGR). Additionally, we note that within mix there is a market share component for rails that operate in similar locations which needs to be considered as well. Given the impact mix, fuel and underlying pricing can have on revenue, we focus on underlying traffic growth to gauge organic prospects, and provide comparative exposure based on end market growth trends. We provide more detail on CP and CNI in the company specific sections. Figure 23: Exposure by key end markets for NA railroads under coverage 2016 Exposure Autos/Parts Intermodal Chemicals Ag Products Coal Various Other CAGR (2010-2016) CSX NSC UNP CP 5.7% 3.3% 2.9% (0.1%) (7.6%) 0.1% Source: Deutsche Bank and company filings CNI 7.5% 6.1% 10.2% 4.9% 5.0% CSX 43.6% 53.3% 38.6% 38.7% 41.6% NSC 10.9% 6.6% 12.7% 14.5% 11.5% UNP 7.4% 8.3% 11.6% 19.5% 11.6% CP 13.0% 12.4% 13.8% 12.1% 6.4% CNI 18% 13% 13% 10% 24% CAGR (2010-2016) 0.2% 1.2% (0.7%) (0.9%) 1.7% Page 14 Deutsche Bank Securities Inc. Revenue ($ millions) YoY Change EFTA01415857 31 October 2017 Railroads Canadian Rails Profit and pricing discussion All Class I railroads are solidly profitable in North America, with the companies under our coverage universe (CP, CNI, CSX, NSC, UNP) reporting an average ebit margin of 36.5% in 2016. This makes sense to use given the consolidated nature of the Class I industry, price discipline, and capital intensity needed to maintain an efficient railroad. There is some variability in the performance, however, with the Canadian rails achieving superior profitability relative to the U.S. rails. Figure 24: Class I rail operating ratios (opex as a % of revenue) 2010-2019E 50% 55% 60% 65% 70% 75% 80% 85% CNI CSX NSC UNP Hunter Harrison's Precision Railroading model has helped CP and CNI achieve bestin-class operating ratios. 61.0% 66.3% 60.5% 55.6% 55.7% 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E CP Source: Deutsche Bank, Company reports One driver of profit variation is yield differentials (i.e. revenue per unit or carload). For example, if we look at CNI, which has the lowest operating ratio (OR), 34% of its total traffic in 2016 came from its highest yielding end markets, compared to just 30% for CSX, which had the highest operating ratio of the Class I's in 2016. As you can see below, the companies with a larger percentage of revenue coming from higher yielding carloads typically see a lower operating ratio. While EFTA01415858 this does not entirely account for margin differentials (carloads are not created equal from an incremental margin standpoint and average length of haul needs and # of touch points need to be considered, which we discuss later), higher yields do translate to higher fixed cost leverage. Deutsche Bank Securities Inc. Page 15 EFTA01415859 31 October 2017 Railroads Canadian Rails Figure 25: Rails that generate higher yields (revenue/carload) typically experience better fixed cost leverage Canadian Rails U.S. Rails CNI Forest products Automotive Metals and minerals Intermodal Coal Blended Operating ratio: CP Fertilizers & Sulphur Forest Products Grain Rev/Car % of vol 4,084 8.5% Petroleum and chemicals 3,629 11.5% Top half: Grain and fertilizers 3,485 11.6% 2,908 5.0% 1,303 2,176 55.9% 34% 66% UNP Agricultural Chemicals Industrial Products Automotive 1,509 15.5% Bottom Half Coal 1,316 41.6% 6.4% 100.0% Rev/Car % of vol 4,757 2.4% 34% Energy, chems, & plastics 3,408 9.9% Potash 2,904 4.6% Metals, minerals & consum2,880 7.8% 2,814 4.9% 1,990 12.1% 38.7% Autos Coal EFTA01415860 Intermodal Blended Operating ratio: 1,343 2,400 58.6% 100.0% Bottom Half 66% NSC Chemicals Paper/clay/forest 4,154 2.6% Top half: Ag/consumer/gov't 3,426 17.1% Automotive Intermodal Blended Operating ratio: CSX Chemicals Forest Products Metals & Equipment Ag & Food Products Automotive Coal Fertilizers Minerals Intermodal Blended Note: Canadian Rev/Carload is in C$ Source: Deutsche Bank, Company filings Operating ratio: Intermodal Blended Operating ratio: Rev/Car % of vol 3,699 11.6% Top half: 3,235 12.7% 3,052 13.0% 37% 2,317 10.2% Bottom Half 2,093 13.8% 38.6% 63% 1,139 2,203 63.5% 100.0% Rev/Car % of vol 3,464 6.6% 2,620 3.9% Top half: EFTA01415861 2,575 8.3% 2,213 6.1% 22% Metals and construction 1,847 9.4% Bottom Half Coal 1,649 12.4% 53.3% 573 1,362 68.9% 100.0% Rev/Car % of vol 3,130 10.9% 2,821 4.2% Top half: 2,718 4.0% 2,696 7.4% 2,616 7.5% 2,187 13.0% 1,543 4.7% 1,497 4.8% 43.6% 30% 614 1,716 70.4% 100.0% 78% Bottom Half 70% Against the aforementioned yield characteristics, we note that operating costs per carload averaged about $1,150 in 2016 and were about 15% higher for U.S. rails than Canadian rails. On the revenue side, however, the Canadian rails actually generated an additional $25 per carload, or 1% more than the U.S. rails. In our view, this highlights greater efficiency and longer lengths of haul as well as the aforementioned fixed cost leverage which translates to better margin performance for CP and CNI. Page 16 Deutsche Bank Securities Inc. EFTA01415862 31 October 2017 Railroads Canadian Rails Figure 26: Canadian Rails generated 1% more revenue per carload than the U.S. rails on avg. in 2016... 1,500 1,550 1,600 1,650 1,700 1,750 1,800 1,850 1,900 1,839 1,813 Figure 27: ...and it cost them 15% less to move it 1,000 1,050 1,100 1,150 1,200 1,250 800 850 900 950 U.S. Rails Source: Deutsche Bank, Company filings Canadian Rails 1,216 1,054 2,500 U.S. Rails Source: Deutsche Bank, Company filings Canadian Rails In order to better measure pricing and productivity we compare revenue and cost metrics on a revenue and gross ton mile basis (i.e. RTM and GTM), respectively. Revenue ton miles (RTMs) incorporate both the total weight and distance that goods are transported (vs. carloads which do not include distance or weight) while gross ton miles (GTMs) measure the movement of one ton of freight and/- or rail equipment as well as the distance transported. In our view, these items better reflect the overall workload of a railroad. Generally speaking, the rails with lower operating ratios (better margins), generate less revenue per RTM (likely reflecting longer length of haul and/or heavier mix of cargos) but incur even lower EFTA01415863 costs per GTM on a relative basis. Figure 28: The Canadian rails revenue per RTM is roughly 20% below the U.S. rails 0.00 0.01 0.02 0.03 0.04 0.05 0.06 0.052 0.043 0.036 0.045 0.052 Figure 29: But cost per GTM (measure of total workload) is roughly 30% lower than U.S. peers 0.000 0.005 0.010 0.015 0.020 0.025 CNI Source: Deutsche Bank, Company filings CP UNP NSC CSX 0.018 0.015 0.012 0.012 0.019 CNI Source: Deutsche Bank, Company filings CP UNP NSC CSX As shown below, rails with longer lengths of haul (CNI, CP, and UNP) enjoy a more productive workforce as the linehaul portion of transportation typically requires less manpower than the loading/unloading aspect. In addition, this helps improve fuel efficiency as well. Deutsche Bank Securities Inc. Page 17 Revenue/RTM (cents) Opex/GTM (cents) EFTA01415864 31 October 2017 Railroads Canadian Rails Figure 30: Employee productivity, as measured by GTMs per employee (in M) 10 15 20 25 0 5 CNI CP Source: Deutsche Bank, Company filings UNP NSC CSX 19.0 20.1 20.0 14.6 13.3 500 600 700 800 900 CNI Source: Deutsche Bank, Company filings CP Figure 31: Fuel efficiency, as measured by GTMs per gallon of diesel consumed 1,000 1,100 1,200 1,061 1,035 919 880 801 UNP NSC CSX Compensation/labor related costs are the largest component of operating expenses for a railroad - accounting for over 35% of expenses on average. In our view, this highlights the importance of employee productivity as it provides the largest opportunity for margin improvement. When we compare different cost contributions across our coverage universe, this is where CP and CNI see the largest difference relative to the other rails. We believe a large driver behind this is the Precision Railroading model implemented by Hunter Harrison at both CP and CNI (we go into more details in company-specific sections). However, we EFTA01415865 note that Canadian rails benefit from pension differences which optically reduces comp/labor expenses by roughly 3-4% points. We note that this will change on January 1, 2018 as these gains will flow through other income. Figure 32: Employee productivity is the largest source of margin differential for the industry (2016) NSC 10% 15% 20% 25% 30% 35% 40% 45% 50% 0% 5% Comp/Labor Purchased services, materials, other Source: Deutsche Bank, Company reports Fuel D&A Equipment & Other Rents Profit CNI CP UNP CSX Page 18 Deutsche Bank Securities Inc. % of revenue GTM/Employee 17.6% 28.5% 16.2% 19.7% 8.7% 6.4% GTM/gallon of fuel 10.2% 11.8% 3.1% 4.0% 44.1% 29.6% EFTA01415866 31 October 2017 Railroads Canadian Rails In addition to yield, mix, and cost considerations, overall network fluidity also impacts profitability. To this point we note that the major railroads report performance measures weekly such as average train speed and terminal dwell. Speed/Velocity: Train speed measures the linehaul movement between terminals. The average speed is calculated by dividing train-miles by total hours operated. In general the higher the average train speed the better the network is being run, with high frequency and stop duration translating to lower average speeds and in turn less efficiency (all else equal). Dwell: Terminal dwell is the average time a car resides at the specified terminal location expressed in hours. Dwell has averaged 24.5 hours YTD industry-wide, which is slightly above historical levels (23.9 hours in 2014). The underlying geographical characteristics of a rail footprint can have a major impact on the aforementioned profitability and service elements. Both CNI and CP are transcontinental railroads accounting for 75% of Canada's railway tracks, while the United States railroad system is more fragmented, with over 610 total freight railroads operating across roughly 140,000 miles of track. The U.S. is also more densely populated on the East Coast with seven of the largest metropolitan areas located east of the Mississippi River. This not only results in a shorter length of haul for both NSC and CSX, but introduces truck as an intermodal competitor as well. Conversely, Canada has a lower population density (4 people per square kilometer vs. 35 in the United States according the world bank) and major population centers that are more spread out on both the east and west coast. While the distance between major population hubs may improve length of haul for certain commodities for the Canadian rails, there are certain other geographical challenges imposed by the unique terrain and climate of Canada compared to the U.S. The Canadian prairies, which stretch across much of the three of the Western provinces (Alberta, Saskatchewan, and Manitoba), which make up a significant portion of the transcontinental route, are relatively flat and as such have been converted into cropland. However, there are still pockets of difficult route portions, such as Field Hill and formerly Big Hill for CP, which has EFTA01415867 now been converted into the Spiral Tunnels. For railroads, a wider variation in gradient and curvature of tracks can result in higher maintenance and fuel costs. To this point, a study by Oliver Wyman in 2012 found that Canadian Pacific's network has steeper grades and more track curvature than CNI, which the consulting group concluded would require an additional 203 main line AC locomotives than CNI, resulting in increased depreciation, fuel, and maintenance costs (though this did not actually turn out to be the case). Cash flow and balance sheet discussion The very strong return profile allows railroad companies to generate significant operating cash flows. A disproportionate amount of this needed to be allocated to significant capex investments for network upgrades and expansion, new locomotives to meet stricter emission standards, as well as other regulations (particular in the U.S.). To these points we note that the Class I railroads under our coverage universe generated nearly $170B in operating cash flow cumulatively over the last ten years (2006-2016), compared to $235B in ebitda over the same period. Free cash flow totaled $65B (62% of net income), as capex totaled $103B and averaged 17.2% of sales. Capex as a % of sales has averaged closer to 20% of Deutsche Bank Securities Inc. Page 19 EFTA01415868 31 October 2017 Railroads Canadian Rails revenue over the last five years, however, driving weaker net income conversion during this time. The vast majority of free cash flow has been used to repurchase stock, with average share counts down about 15% since 2010 (3% CAGR). Figure 33: Cash Flow Metrics - UNP cumulative) 2005-16 U.S. Rails (CSX, NSC, 10,000 12,000 14,000 16,000 2,000 4,000 6,000 8,000 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 U.S. Operating Cash Flow U.S. Free Cash Flow Source: Deutsche Bank, Company filings FCF as a % of NI 0% 20% 40% 60% 80% 100% 120% Figure 34: Cash Flow Metrics - Canadian Rails (CNI & CP cumulative) 2005-16 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Operating Cash Flow Free Cash Flow Source: Deutsche Bank, Company filings FCF as a % of NI 0% 10% 20% 30% EFTA01415869 40% 50% 60% 70% 80% 90% Partly driving the significant capex investment cycle was heavy investment in new locomotives to handle growing energy-related volumes (prior to the decline in oil prices) and Tier 4 emissions requirements which came into effect in 2015. Significant investments have also been made on positive train control systems (PTC), which is a collision avoidance system that was mandated by the U.S. Congress in 2008 to be fully operational on locomotives operating in the U.S. by the end of 2020. We estimate the total cost of PTC at just under $7B for the Class I railroads under our coverage universe with a little over $6B at CSX, NSC, and UNP and $900M at CP and CNI, though the vast majority (-90%) already outlayed. As such, capex appears to have peaked and is poised to decline as a % of sales for the majority of Class I's, with the exception of CNI and CP who are shifting their focus to revenue growth. Figure 35: U.S. rails are expected to see an improvement in free cash flow conversion 10,000 12,000 14,000 16,000 18,000 20,000 2,000 4,000 6,000 8,000 0 0% 20% 40% 60% 80% 100% 120% Figure 36: Canadian rails are investing for growth 10,000 1,000 2,000 3,000 4,000 5,000 EFTA01415870 6,000 7,000 8,000 9,000 0 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% U.S. Operating Cash Flow Source: Deutsche Bank, Company Filings U.S. Free Cash Flow FCF as a % of NI Operating Cash Flow Source: Deutsche Bank, Company Filings Free Cash Flow FCF as a % of NI Page 20 Deutsche Bank Securities Inc. EFTA01415871 31 October 2017 Railroads Canadian Rails Given aforementioned cash flow characteristics, debt levels are not concerning to us relative to underlying operating cash flow. We expect net leverage levels to come down modestly amidst strong free cash flow growth, with aforementioned reduction in capex accruing to equity holders in the form of share buybacks and dividend increases. Figure 37: Net leverage levels for U.S. Class I rails under our coverage (net debt/operating cash flow) 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 3.3 3.0 2.5 2.4 2.2 2.2 1.9 2.1 1.9 2.0 2.4 2.5 2.5 2.4 2.4 Figure 38: Net leverage levels for Canadian Class I rails under our coverage (net debt/operating cash flow) 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 4.0 3.7 3.2 2.7 2.4 EFTA01415872 2.1 2.1 2.5 2.1 2.1 2.4 2.6 2.4 2.2 2.1 Source: Deutsche Bank, Company Filings Source: Deutsche Bank, Company Filings Other important items There are various other long-term trends/issues to consider when thinking about the North American railroad industry, namely currency (for CP and CNI), NAFTA, regulation, labor costs/unions, and fuel. We briefly discuss these issues below: Currency: We estimate that roughly 55% of revenue and 50% of expenses at CP and CNI are denominated in USD. This has an obvious impact from a translation perspective, and in general a weaker CAD / stronger USD is helpful for each company's bottom lines (and vice versa). To this point, CP states that for every lc decline in the Canadian dollar relative to the USD results in a $26 million increase in revenue, $13 million increase in expenses, and $3 million increase in interest expense annually. Currency can also have an impact on the industry overall as a number of goods hauled by rails are destined for export and fluctuations in currencies can often impact the demand for these goods from overseas. NAFTA: The North American railroad industry is very intertwined with crossborder trade throughout the U.S., Canada, and Mexico. As such, any changes to NAFTA could potentially have significant implications for the industry. KSU is the most at risk, in our view, to a more protectionist approach to trade, followed by CNI and CP. While it's clearly difficult to forecast the ultimate outcome of the Canada-Mexico-U.S. trade relationship, we believe the most immediate risk would be for President Trump to withdraw the U.S. from NAFTA. In this circumstance, commercial relationships would be regulated by the World Trade Organization. Further, tariffs for imports into Mexico would revert to the Most Favored Nation (MFN) levels, translating to modest increases in tariffs while trade with Canada would revert to a baseline free trade agreement which has been in existence since the 1980's. For more details around the ongoing NAFTA negotiations, please click here for DB Strategist Sebastian Brown's recent note on the subject. Deutsche Bank Securities Inc. Page 21 EFTA01415873 31 October 2017 Railroads Canadian Rails Regulation: The key governing bodies which oversee railroad operations in North America are the Surface Transportation Board (STB), the Canadian Transportation Agency and Transport Canada. The Surface Transportation Board (STB) is the primary regulatory body in charge of overseeing all rail operations in the U.S., and was borne out of the old ICC in 1996. It has jurisdiction over rail rate reasonableness, mergers, line acquisitions, new rail-line construction, and line abandonment. Recently the industry has been grappling with rate caps, forced access, and commodity re-regulation. With rate caps, the STB is representing the shippers, particularly in coal and agriculture, in placing upper limits on what rails can charge for shipment. Forced access in the rail industry would mean mandated reciprocal switching, which is when a rail would have access to another rail's infrastructure for access to locations it would not normally have access to, giving customers access to more than one rail at its location. The goal is to promote competition and the measure will likely cause downward pressure on pricing as rails will be competing for customers on the same line. The commodity re-regulation push would establish a means for the STB to have oversight on rates but also how commodities are moved. While the STB regularly pushes for new regulations, we note that the rail lobby pushes back, and the likelihood of regulations going into effect is unclear. However, we still highlight that STB regulation as a potential issue for rails vis-à-vis price and costs. Canadian rail operations are subject to administration by the Canadian Transportation Agency and Transport Canada. They also are primarily responsible for enforcing Railway Safety Act, one of the major frameworks for the Canadian railway industry which was first implemented in 1989. This act promotes railway safety and security and contains standards on the construction, maintenance, and alteration of networks, public safety concerning railways, and so on. Transport Canada enforces safety oversight and enforcement for the Canadian rail industry, conducting safety audits and regulating the equipment and engineering standards, and also overseeing the transportation of dangerous goods. The Canadian Transportation Agency sets the government's national transportation policy in the Canada Transportation Act. It has jurisdiction over tasks such as approving the construction of railway lines, licensing rail carriers, and EFTA01415874 giving financial and cost oversight and guidelines to certain railways. Unions: All Class I railroads in North America have union representation. The major unions in the U.S. are the United Transportation Union (UTU), the Brotherhood of Locomotive Engineers & Trainmen (BLET), and the Brotherhood of Railroad Signalmen (BRS). Railway labor relations are governed under the Railway Labor Act (RLA), which has been in existence since 1926 and sets guidelines for contract negotiation, dispute settlement, and strike ending/- repercussions. Strikes, while technically allowed by the RLA for "major disputes", are highly unlikely as it can only happen after exhaustive mediation (with no time limit as set by the National Mediation Board), and ultimately potential involvement by the U.S. President before a strike can be declared (the last major strike occurred in 1922 and ended with involvement by the National Guard). There are associated unions that present a more real risk factor: Ports, for example, can cause volume disruptions as the International Longshore & Warehouse Union did when it went on strike in late 2014. Most of the major U.S. unions have representation in Canada as well as the Teamster Canada Rail Conference (TCRC), UNIFOR, the Canadian Auto Workers (CAW), and the United Steel Workers of America (USWA). The TCRC provides representation to over 16,000 Canadian rail workers and is the major collective Page 22 Deutsche Bank Securities Inc. EFTA01415875 31 October 2017 Railroads Canadian Rails bargaining partner for CNI and CP, while UNIFOR also provides representation for employees of CNI. Canadian rails have a history of going on strike and often tense relations with management — CP workers went on strike for roughly one day in 2015 and for nine days in 2012 before the Teamsters union and CP agreed to arbitration over longwithstanding issues such as pay and benefits, the pension plan, rest time for employees, etc The Canadian gov't stepped in with legislation to end the strike in 2012, and CNI narrowly avoided strikes in 2014 and 2015 after workers complained about the same issues as CP. Many of the changes brought about as part of Harrison's Precision Railroading plan at various railroads have led to tense relations between employees and mgmt. Fuel: Railroad fuel surcharge revenue is pegged to either WTI crude or onhighway diesel prices, meaning that when either of these two commodities hits a certain level, customers will be charged a different price under fuel surcharge revenue agreements. The mechanism is typically structured with a two month lag, meaning the surcharge mechanism is pegged to a commodity price from two months ago (for example, on July 1 the mechanism will be utilizing May 1 prices). Because of the lag a rising fuel price environment will be a temporary drag on profitability and vice versa. We view these trends as neutral over a mid/- long-term basis. Rail End Markets Overview and Outlook While demand for U.S. and Canadian carloads generally comes from similar sources, the revenue contribution varies given the difference in geographical footprints. We note that U.S. rails have significantly higher exposure to Coal (14% of revenue in 2016) relative to the Canadian rails (6% of revenue). As one would expect, agricultural products represent a bigger piece of the pie for Canadians (21% of revenue) than it does for the U.S. rails (16% of revenue). Below we provide a side-by-side breakdown of revenue contribution for the U.S. rails (CSX, NSC, & UNP cumulatively) vs. the Canadian rails (CNI & CP cumulatively). Figure 39: U.S. rail revenue contribution 2016 (CSX, NSC, UNP) Autos 10% EFTA01415876 Intermodal 19% Coal 14% Industrial Products 18% Ag Products 16% Chemicals 19% Source: Deutsche Bank, Company filings Coal 6% Source: Deutsche Bank, Company filings Figure 40: Canadian rail revenue contribution 2016 (CNI & CP) Other 4% Autos 6% Intermodal 23% Chemicals 18% Industrial Products 21% Ag Products 21% Other 5% Intermodal Intermodal volumes represented roughly half of all North American rail traffic in 2016. It encompasses freight movements using more than one mode of transport, i.e. ship to truck, truck to train, train to truck, etc. with multiple moves over Deutsche Bank Securities Inc. Page 23 EFTA01415877 31 October 2017 Railroads Canadian Rails the course of a trip. In general, cargo includes almost everything under the sun, from electronics to food to furniture. In both the U.S. and Canada, retail sales is generally the best gauge for prospective movements in intermodal volumes. Figure 41: YoY change in U.S. Intermodal volumes and U.S. retail sales 10% 15% (15%) (10%) (5%) 0% 5% Correlation: 83% U.S. Intermodal Volumes Source: Deutsche Bank, AAR, FactSet (30%) (20%) (10%) 0% 10% 20% 30% U.S. Retail Sales Figure 42: YoY change in Canadian Intermodal volumes (RHS) and CA retail sales (LHS) 10% (10%) (5%) 0% 5% Correlation: 88% CA Intermodal Volumes Source: Deutsche Bank, AAR, FactSet (30%) (20%) (10%) 0% 10% 20% 30% CA Retail Sales Since 2000, U.S. and Canadian Intermodal volumes have increased at a 2.4% and 3.4% CAGR, respectively (vs. 2016) with growth averaging roughly 5% from 2011-2014 as railroad customers made significant investments in capacity and improved service. Volumes were also positively impacted in 2013-2014 in part by tighter trucking capacity (which drives spill-over effect to rails) and EFTA01415878 higher fuel costs given rail's significant fuel efficiency advantage. Intermodal volumes came under pressure in late-2015 due to the collapse in fuel prices, looser truck capacity, and a stronger USD. To that point, NA intermodal volumes declined 1.5% yoy in 2016. Year-to-date, however, intermodal volume growth has returned (up 5% yoy through 3Q) due to a modestly tighter truckload market and a weaker USD (reviving international trade). Figure 43: Avg. weekly U.S. Intermodal volumes and YoY changes (2000-'17 3Q) 100,000 150,000 200,000 250,000 300,000 50,000 0 Intermodal Volumes Source: Deutsche Bank, AAR YMY VN (30%) (20%) (10%) 0% 10% 20% 30% Figure 44: Avg. weekly CA Intermodal volumes and YoY changes (2888-'17 3Q) 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 0 Intermodal Volumes Source: Deutsche Bank, AAR YMY Rf (30%) (20%) (10%) 0% 10% 20% 30% EFTA01415879 Page 24 Deutsche Bank Securities Inc. Jan-00 Jul-01 Jan-03 Jul-04 Jan-06 Jul-07 Jan-09 Jul-10 Jan-12 Jul-13 Jan-15 Jul-16 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 Jan-00 Jul-01 Jan-03 Jul-04 Jan-06 Jul-07 Jan-09 Jul-10 Jan-12 Jul-13 Jan-15 Jul-16 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 EFTA01415880 31 October 2017 Railroads Canadian Rails Domestic intermodal traffic accounts for a little over half of North American Intermodal volumes with the balance accounted for by international. Domestic is largely driven by over the road conversions to intermodal from truck, with loose truck capacity translating to lower rates making rails less attractive. International covers containers coming in and going out of the country (via ports), with currency and global trade being the key drivers behind volumes. We note that Intermodal growth in Canada (+11.2% ytd) has outpaced the U.S. (+3.7% ytd) so far in 2017, as investments at the ports of Vancouver and Prince Rupert are attracting more imports (see figure below). We note that Prince Rupert, for example, completed an expansion in August which increased throughout capacity by nearly 60% to 1.35M TEU's annually. This will likely provide a tailwind for CNI over-and - above any improvements in global trade (please see company specific notes for more details). Underlying our railroad models is the assumption of —5% growth in intermodal volumes next year and beyond, helped in part by our expectation for tighter truck capacity in the U.S. (less of an impact for CNI given its higher exposure to international [63%]) and modest growth in global trade. Below we provide a table which shows a number of important NA ports ranked by total import TEU's in 2016 and their import growth YTD (through September). Figure 45: Import statistics for key North American ports 2016 Rank Port 1 Los Angeles 2 Long Beach YTD TEU's YoY Change 6.7% 2,662,372 2,137,232 3 New York-New Jersey 1,847,748 4 Georgia Ports 5 Vancouver, BC 6 Seattle-Tacoma 7 Virginia Ports 8 Houston 9 Charleston 10 Oakland EFTA01415881 16 Prince Rupert Source: Deutsche Bank, Port Websites, Bloomberg 291,056 9.8% 1.6% CNI 1,063,781 957,107 843,358 711,816 604,622 638,406 691,671 6.9% 1.6% 12.2% 12.0% 10.8% 8.9% 24.0% 7.1% 4.1% 2016 Market Share 16.6% 12.6% 11.8% 6.2% 5.6% 5.2% 4.3% 3.2% Strong growth in imports at the two Canadian ports (Vancouver and Prince Rupert) is driving stronger Class I Rail Service BNSF, UNP BNSF, UNP CP, CSX, NSC CSX, NSC CNI, CP BNSF, UNP CSX, NSC 3.3% BNSF, KSU, UNP 3.3% CSX, NSC BNSF, UNP relative intermodal growth for the Canadian rails in EFTA01415882 2017. From here, carload dynamics start to differ more between Canadian and U.S. rails. For example, coal represented the largest percentage of U.S. rail carloads in 2016 (31% ex-intermodal) while it ranked 5th out of 7 in terms of carload exposure for Canadian rails. Below we provide a side-by-side breakdown of carload contribution for U.S. and Canadian rails. Deutsche Bank Securities Inc. Page 25 EFTA01415883 31 October 2017 Railroads Canadian Rails Figure 46: U.S. Carload breakdown (ex-intermodal) Other 4% Nonmetallic minerals 13% Autos & parts 7% Metallic ores & metals 8% Forest products 4% Source: Deutsche Bank, AAR Source: Deutsche Bank, AAR Coal 31% Ag & Food Products 16% Figure 47: Canadian carload breakdown (ex-intermodal) Chems & Petroleum 17% Nonmetallic minerals 7% Autos & parts 7% Metallic ores & metals 17% Other 2% Ag & Food Products 22% Chems & Petroleum 24% Forest products 11% Coal 10% Coal Coal volumes account for roughly one third of U.S. carloads (ex-intermodal) but EFTA01415884 just 10% of Canadian carloads (ex-intermodal). Cumulatively in NA, coal accounts for a little over one quarter of all carloads (ex-intermodal) which is down from just under 40% in 2010. Much of this decline is due to increased supply of natural gas, with 2016 becoming the first year that natural gas has exceeded coal in U.S. electricity generation on an annual basis. Figure 48: Average weekly coal carloads have been under pressure... 100,000 120,000 140,000 160,000 180,000 60,000 80,000 159,654 96,522 20% 40% 60% 80% 0% Coal Nat Gas Other Figure 49: ...as U.S. electric generation has become less dependent on coal 100% Source: Deutsche Bank, AAR Source: Deutsche Bank, EIA The decline, while significant, has not been linear, with volatility driven by changes in relative price and weather. The long-term trend is undeniable, however, resulting from the drastic decline in natural gas prices following the hydraulic fracturing-fueled U.S. shale boom. To put the move in context, the price of natural gas was roughly seven times more expensive than coal ten years ago (October 2015 MIT study), and today those prices are in parity with coal (including transport costs associated with coal). We have witnessed a 65% correlation with U.S. coal carloads and natural gas prices over the past ten years. Page 26 Deutsche Bank Securities Inc. Jan-00 Jun-01 Nov-02 Apr-04 EFTA01415885 Sep-05 Feb-07 Jul-08 Dec-09 May-11 Oct-12 Mar-14 Aug-15 Jan-17 % of electric generation 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 49% 22% 30% 30% 30% 34% 28% 36% 42% EFTA01415886 31 October 2017 Railroads Canadian Rails Figure 50: NA Coal carloads have declined as natural gas prices have moved closer to parity with coal $10 $15 $0 $5 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 Source: Deutsche Bank, Nat Gas Henry Hub Spot EIA, Price AAR ($/Mbtu) Cost of coal delivered to electric plants ($/Mbtu) Avg. Weekly Coal Carloads 160,000 Figure 51: NA coal carloads vs. spread between nat gas and coal Spread btwn nat gas and coal Avg. Weekly Coal Carloads $10 $15 110,000 60,000 -$5 $0 $5 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 Source: Deutsche Bank, EIA, AAR 60,000 80,000 100,000 120,000 140,000 160,000 Given the aforementioned correlation, the outlook for natural gas prices is critical to gauge short- to medium-term prospects for coal shipments. To this point we note that Deutsche Bank's Commodities team forecasts natural gas prices to hover around $3.00 in 2018 and $3.10 in 2019. While volumes have somewhat recovered from the lows in early 2016, we expect pressure on coal volumes to persist long-term largely beginning again in 2019/2020 - albeit to a lesser extent than what we witnessed in 2014-15. Other factors that could drive improvements are a much weaker dollar and a much colder winter, which incentivizes exports and lowers inventories, respectively. We note that CNI is the least exposed of any major Class I rail with just 4% of revenue coming from coal in 2016. Figure 52: DB U.S. Natural Gas supply/demand model (base case) 2011A Residential & Commercial EFTA01415887 Power Generation Industrial Pipeline Exports LNG Exports Other Total Demand (bcf/d) Marcellus & Utica Haynesville Associated Barnett Faytteville Other L48 Offshore Gulf Pipeline Imports Total L48 Supply Total Supply (bcf/d) 21.7 20.7 19.2 1.4 5.6 68.5 4.8 9.8 12.2 4.9 2.5 25.5 5.0 5.9 59.7 70.6 Year End Working Gas Storage (bcf) 19.3 24.9 19.8 1.7 5.9 71.5 7.7 9.8 13.8 4.8 2.8 25.0 4.1 5.4 63.8 73.4 EFTA01415888 22.5 22.4 20.4 1.8 6.4 73.5 11.2 7.7 15.4 4.5 2.8 23.5 3.6 5.1 65.1 73.8 23.6 22.3 20.9 2.0 6.5 75.3 14.7 6.7 21.6 26.5 20.6 2.9 6.8 78.3 20.6 27.3 21.2 3.7 0.5 6.4 79.7 6.2 17.8 4.2 2.7 23.0 3.4 5.1 69.1 77.7 20.0 3.8 EFTA01415889 2.7 22.0 3.5 5.3 74.3 83.1 22.0 6.0 19.5 28.2 21.9 5.1 1.7 6.4 82.9 Natural Gas Supply Summary (bcf/d) 19.5 19.8 3.5 2.4 19.4 3.3 5.8 73.0 82.2 23.5 6.4 20.0 3.2 2.1 18.4 3.3 6.3 73.6 83.2 21.3 30.2 22.8 7.0 3.0 6.5 90.8 27.5 7.1 23.1 3.0 2.1 18.4 3.3 6.8 81.2 EFTA01415890 91.3 2012A 2013A 2014A 2015A 2016E 2017E Natural Gas Demand Summary (bcf/d) 2018E 2019E 2020E 21.3 30.5 23.2 7.9 5.4 6.5 94.8 31.1 7.7 24.7 2.8 2.0 18.1 3.2 6.9 86.5 96.6 21.3 30.8 23.5 9.1 7.7 6.5 98.8 31.9 8.5 25.2 2.7 1.8 17.9 3.0 6.9 88.1 98.0 3,413 2,890 3,141 3,677 3,306 3,029 3,185 3,843 3,555 Source: Deutsche Bank Oil & Gas Exploration team Deutsche Bank Securities Inc. Page 27 EFTA01415891 31 October 2017 Railroads Canadian Rails Agricultural Products Agricultural products make up 18% of total carload traffic (ex-intermodal) in North America - 22% in Canada and 16% in the U.S. Ag carloads are comprised primarily of grain but also include non-grain products such as soybeans and food products. Demand for North American ag products comes from international markets as well as domestic and is largely driven by demand for food, which points to population growth, while supply is driven by a combination of crop yields and a farmer's willingness to sell rather than silo crops, which is dictated by commodity prices. Exports are affected by the size and quality of the harvest as well as currency, though Canadian exports are typically more stable given a higher quality grain product. To that point, U S. ag volumes have come under pressure lately (-12% yoy in 3Q) while Canadian ag demand has been somewhat more resilient (carloads -6% in 3Q) due to the record crop in South America and difficult comps. Figure 53: Avg. weekly U.S. Ag carloads & YoY changes (2012-'17 3Q) 25,000 30,000 35,000 40,000 45,000 Avg. Weekly Ag Carloads Source: Deutsche Bank, AAR YoY Chg. Source: Deutsche Bank, AAR (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% Figure 54: Avg. weekly Canadian. Ag carloads & YoY changes (2012-'17 3Q) 10,000 15,000 20,000 25,000 5,000 EFTA01415892 0 Avg. Weekly Ag Carloads (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% Overall ag volumes are expected to be down in the next couple of quarters as the rails lap difficult comps and an extremely strong 2016/17 crop season. We believe U.S. ag volumes will likely see steeper declines due to increased competition from South America. All in all we expect ag volumes to bottom in 20/30 of 2018. As you can see below, carload trends are closely related to grain production which can vary significantly from year to year. In 2018, we expect tailwinds from increased potash demand to offset modestly lower grain volumes. Page 28 Deutsche Bank Securities Inc. Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 EFTA01415893 31 October 2017 Railroads Canadian Rails Figure 55: Canadian grain production 2012/13 - 2017/18E 45 50 55 60 65 70 75 80 5-Yr Avg. 77 63 58 65 72 66 Figure 56: CP & CNI annual ag carloads 2013-2018E 1,000 1,050 1,100 1,150 950 2013 2014 2015 2016 2017e 2018e Source: Deutsche Bank, Government of Canada Source: Deutsche Bank, Company Filings Economically sensitive carloads We consider the remaining carloads, which make up 56% of all rail carloads (exintermodal) and consist of Chemicals (18%), Nonmetallic minerals (12%), Metals (11%), Autos and auto parts (8%) and Forest products (5%), to be more closely tied to the underlying economy than the aforementioned commodities. These carloads can be classified as economically sensitive and we have found a strong correlation with industrial production. Since 2005, U.S. econ-sensitive carloads have shown an 82% correlation with U.S. Industrial Production while Canadian econ- sensitive carloads have exhibited a 71% correlation with Canadian Industrial Production. Figure 57: YoY change in U.S. econ-sensitive carloads (RHS) vs. Industrial Production (LHS) 10% 15% (20%) (15%) (10%) EFTA01415894 (5%) 0% 5% Correlation: 88% U.S. Econ-Sensitive Carloads Source: Deutsche Bank, AAR, U.S. BEA U.S. IP (40%) (30%) (20%) (10%) 0% 10% 20% 30% Figure 58: YoY change in Canadian econ-sensitive carloads (RHS) vs. Industrial Production (LHS) 10% 15% (20%) (15%) (10%) (5%) 0% 5% Correlation: 71% CA Econ-Sensitive Carloads Source: Deutsche Bank, AAR, U.S. BEA CA IP (60%) (40%) (20%) 0% 20% 40% 60% Before we provide more details on the remaining carload classifications, we believe it is important to note the relationships between the U.S. and Canadian economy. The United States is Canada's largest trading partner, with approx. 75% of Canada's total exports going to the United States in 2016, therefore making overall demand in the United States an important driver to Canada's economy. Furthermore according to Deutsche Bank's Economics team, exports are a greater share of Canada's total GDP (23%) compared to the United States (13%). Total merchandise trade with the U.S. has increased 3x from 1990 to 2016 largely due to the signing and implementation of NAFTA. Therefore, we believe Deutsche Bank Securities Inc. Page 29 '05 '06 EFTA01415895 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 EFTA01415896 31 October 2017 Railroads Canadian Rails overall U.S. GDP is also a good barometer for North American econ-sensitive carloads as a whole Figure 59: The U.S. and Canadian economies are closely linked Canada: Real GDP 7.5 10 2.5 5 -2.5 0 -5 82 87 92 97 02 Source: Deutsche Bank U.S. Economics Team, Statistics Canada, BEA, Haver Analytics 07 12 17 Correlation=0.82 % Y/Y US: Real GDP % Y/Y -5.0 -2.5 0.0 2.5 5.0 7.5 10.0 Figure 60: Canada is the United States' 2nd largest trade partner YTD Total Trade (goods, $Bn) % of Total Trade China Canada Mexico Japan Germany South Korea U.K. Others Total 342.8 EFTA01415897 335.2 318.3 116.7 96.7 70.2 62.1 865.8 2,207.8 Source: Deutsche Bank, Census Bureau 15.5% 15.2% 14.4% 5.3% 4.4% 3.2% 2.8% 39.2% 100% Chemicals - Chemicals account for 19% of total NA carload traffic (ex-intermodal) - 25% in Canada and 16% in the U.S. Over 70% of chemical carloads are accounted for by core chemical products (+2% YTD) with the balance coming from petroleum & refined products (-5% YTD). Core chemicals consist of a wide array of products, including ethanol, other industrial chemicals, plastics and resins, with most used in manufacturing. We note that almost all manufactured goods require chemicals during production - for example, DB's Chemicals team estimates that —$3,500 of chemicals go into the production of each automobile in the U.S. As such, core chemical shipments tend to rise and fall with overall industrial activity in North America (78% correlation with U.S. industrial production), with oil and oil products fluctuating with commodity price, production, and pipeline capacity. Page 30 Deutsche Bank Securities Inc. EFTA01415898 31 October 2017 Railroads Canadian Rails Figure 61: YoY changes in NA Chemical carloads (RHS) vs. U.S. Industrial Production (LHS) 10% 15% 20% (20%) (15%) (10%) (5%) 0% 5% Correlation: 78% NA Chemical Carloads Source: Deutsche Bank, AAR, U.S. BEA U.S. Industrial Production (25%) (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 25% As shown below, crude by rail export volumes from Canada have rebounded nicely in 2017 (+56.5% YTD) supporting growth in chemicals carloads after a challenging 2015/16. We see opportunities for the Canadian rails, particularly CP, to benefit from increased demand for crude by rail in 2018/19 as the supply of Canadian crude exceeds pipeline capacity. To this point, the Canadian Association of Petroleum Producers estimates that the supply of oil from Western Canada will increase at a 3.6% CAGR from 2017-2020 to over 4.5 million barrels per day, well in excess of current pipeline capacity of 4M bbl/day. Figure 62: Canadian crude by rail export volumes and yoy changes (2014 - present) 100 150 200 50 Crude by Rail Volumes Source: Deutsche Bank, CAPP Yf Y VW (100%) (50%) EFTA01415899 0% 50% 100% 150% 200% Figure 63: Western Canadian oil supply likely to exceed pipeline takeaway capacity until 2020 30 35 40 45 50 Western Canadian Oil Supply Current pipeline capacity 2014 2015 2016 2017e 2018e 2019e 2020e Source: Deutsche Bank, CAPP Motor Vehicles and parts - Autos and auto parts account for roughly 8% of bot U.S. and Canadian carloads (ex-intermodal) and generally track light vehicle production. Carloads have seen strong growth since the recession as light vehicle sales have increased from 10M units in 2009 to 17.7M in 2016. However, Deutsche Bank's autos team believes the auto Deutsche Bank Securities Inc. Page 31 bbl/day (thousands) Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 YoY Chg bbl/day (millions) '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 EFTA01415900 EFTA01415901 31 October 2017 Railroads Canadian Rails market has likely peaked, with North American light vehicle production expected to be down 2% in 2017 after 7 years of expansion, which is pressuring auto volumes (-9% YTD). Figure 64: Motor vehicles and parts carloads trends (U.S. + Can) since 2012 10,000 15,000 20,000 25,000 30,000 Avg. Weekly Carloads Source: Deutsche Bank, AAR YMY MI Source: Deutsche Bank Autos research (Analyst Rod Lache) (20%) (10%) 0% 10% 20% 30% 40% Figure 65: North American light vehicle production is expected to be down 2.1% in 2017 10% 20% 30% (30%) (20%) (10%) 0% Non-metallic minerals & products - This category accounts for roughly 12% of total carloads traffic (ex-intermodal) in North America - 8% in Canada and 14% in the U.S. It is comprised of crushed stone & gravel, nonmetallic minerals, and stone, clay, and glass. Demand for these products is generally driven by construction and industrial activity. The oil and gas industry is a large customer for nonmetallic minerals as drilling activity drives demand for aggregates/gravel and frac sand which has been extremely volatile over the past several years. Figure 66: Non-metallic minerals & products carloads trends (US + Can) since 2012 20,000 25,000 30,000 35,000 40,000 45,000 50,000 EFTA01415902 Avg. Weekly Carloads Source: Deutsche Bank, AAR YMY Source: Deutsche Bank, Baker Hughes, STB (15%) (10%) (5%) 0% 5% 10% 15% 20% 25% Figure 67: U.S. frac sand carloads closely track the rig count 100% 150% 50% (100%) (50%) 0% 96% Correlation U.S. Rig Count Frac Sand Carloads (U.S. Class I rails) DB's Oil Services and Equipment team forecasts moderate rig count growth in 2018. Overall rig counts in North America are expected to grow 5.9% yoy in 2018. On a per country basis, growth is estimated at +5% Page 32 Deutsche Bank Securities Inc. Jan-12 Jul-12 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 EFTA01415903 Jul-16 Jan-17 Jul-17 YoY Change Q1 2012 Q3 2012 Q1 2013 Q3 2013 Q1 2014 Q3 2014 Q1 2015 Q3 2015 Q1 2016 Q3 2016 Q1 2017 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E (2.1%) (0.1%) EFTA01415904 31 October 2017 Railroads Canadian Rails yoy in Canada and +6.3% in the U.S. We note that any moderation in rig count growth would pose a risk to industrial activity in the U.S. given their 88% correlation and likely puts pressure on energy related carload demand. We note that these rig count forecasts are largely dependent on oil prices staying relatively stable and lower prices would present additional risks to the current environment. Figure 68: DB's Oil Services team forecasts 6% growth in rig count in 2018 (e) (e) Rig count forecast United States Oil-directed rigs Gas-directed rigs Total U.S. land rigs Sequential chg Gulf of Mexico Canada Sequential chg North America 1016 2Q16 3Q16 4016 1Q17 2017 3Q17 4Q17 427 108 535 (26%) 26 166 (5%) 727 315 82 397 (26%) 23 48 (71%) 468 374 85 459 16% 18 121 152% 598 449 117 565 23% EFTA01415905 22 181 50% Source: Deutsche Bank Oil Services research (Analyst David Havens) 573 148 721 27% 20 295 699 174 873 21% 21 117 63% (60%) 746 182 928 206 76% 735 170 905 6% (3%) 21 21 300 769 1,036 1,011 1,155 1,225 2016 391 98 489 (48%) 22 129 46% (34%) (e) 2017 688 168 856 75% 21 230 78% (e) 2018 744 167 EFTA01415906 911 6% 21 241 5% 641 1,107 1,173 Metallic Ores & Metals - Metallic ores & metals account for about 11% of total carload traffic (ex-intermodal) in North America - 17% in Canada and 9% in the U.S. The business is made up of metallic ores, coke, metals/metal products, and iron/steel and is generally driven by overall industrial activity with specific exposure to the oil and gas, construction and auto industries. The business has fluctuated with the swings in oil and gas production in recent years though has rebounded lately with volumes up roughly 12% ytd after declining 14% and 5% in 2015 and 2016, respectively. Additionally, the USD can impact global metals demand and recent weakness is likely supporting growth for the business due to increased demand for exports. Figure 69: Metallic ores & Metals carload trends (U.S. + Can) since 2012 20,000 25,000 30,000 35,000 40,000 45,000 50,000 (40%) (30%) (20%) (10%) 0% 10% 20% 30% Avg. Weekly Carloads VW( VW Source: Deutsche Bank, AAR Forest products - Forest products account for roughly 5% of total carload traffic (ex-intermodal) in North America - 11% in Canada and 4% in the U.S. The business is largely comprised of lumber, paper, Deutsche Bank Securities Inc. Page 33 Avg. Weekly Carloads Jan-12 May-12 Sep-12 Jan-13 May-13 Sep-13 Jan-14 EFTA01415907 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 YoY Change EFTA01415908 31 October 2017 Railroads Canadian Rails wood pulp, and paper. Demand for forest products is largely driven by construction and building activity, with U.S. housing starts (71% correlation with rail carloads since 2000) and industrial production serving as solid indicators for prospective forest products demand. We note that Canada is the largest exporter of softwood lumber in the world and the U.S. is its biggest market. As such, the recent import tariff imposed by the U.S. on imports of Canadian lumber has resulted in a modest deviation in volume trends with U.S. originated forest product carloads down 1% ytd while Canadian forest product carloads are down 3% ytd. Figure 70: Forest products carload trends (U.S. + Can) since 2012 15,000 16,000 17,000 18,000 19,000 20,000 Avg. Weekly Carloads Source: Deutsche Bank, AAR Yiig at Source: Deutsche Bank Homebuilding Research (Analyst Nishu Sood) (10%) (5%) 0% 5% 10% Figure 71: DB expects single-family U.S. housing starts to grow 9% in 2018 10% 20% 30% 40% (20%) (10%) 0% Railroad Valuation Railroad shares are up 27% on average year-to-date (CP, CNI, CSX, NSC, UNP), vs. +15% for the S&P 500. CSX has been the clear winner following the appointment of Hunter Harrison as CEO while performance has been relatively similar across the remainder of the group. This year's performance follows a strong 2016 (+29% on avg.) amidst an improvement in the industrial economy, easy comps, and a recovery in energy prices. Figure 72: Total Return (including dividends) for railroad shares since 2014 Total Return 2016 EFTA01415909 20% 40% 60% 0% CP CNI CSX NSC UNP S&P 500 Source: Deutsche Bank, FactSet Total Return YTD 48% 23% 22% 25% 15% 15% 20% 40% 60% 0% CP CNI CSX NSC UNP S&P 500 41% 31% 23% 13% 10% 35% 10% 20% 1% (20%) (10%) 0% -5% -14% CP CNI CSX NSC UNP S&P 500 -4% -2% Total Return 2014-15 11% Page 34 Deutsche Bank Securities Inc. Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 EFTA01415910 Jul-17 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 EFTA01415911 31 October 2017 Railroads Canadian Rails Shares of rail companies have consistently outperformed the market since 2000, generating an average annualized return of 16.5% (including dividend reinvestment) compared to 5.1% for the S&P 500. CNI has been the strongest performer with a 19.8% CAGR while CSX has been the group's laggard (15.4% CAGR) due largely to a lower dividend yield. During this time, shares of railroad companies have experienced three major up-cycles with two periods of extended weakness. Outperformance and/or underperformance within the group have been driven by a number of different factors throughout different cycles, though recently investors have been more eager to reward companies for potential margin expansion. The first major major up-cycle for the industry lasted from 2000 until 2008. As seen below, CNI was the clear winner during this time as the company expanded its network through a number of acquisitions, generated best-in-class volume growth, and removed costs through the implementation of Hunter Harrison's Precision Railroading model. Figure 73: The rails solidly outperformed the S&P 500 from 2000-2008 with CNI leading the way 100 200 300 400 500 600 700 0 2000 2001 Source: Deutsche Bank, FactSet 2002 2003 2004 2005 2006 2007 CNI CP UNP NSC CSX S&P 500 After peaking in May 2008, railroad shares fell 60% on average, underperforming the broader market (the S&P 500 fell 50% peak to trough). This makes sense to us given the aforementioned run-up and higher fixed cost nature of the rail industry. To this point, earnings for the group were down 26% on average in 2009 on a 19% reduction in revenue. We note that CSX declined the most peak to trough EFTA01415912 in 2008/09 (due to its run-up ahead of the recession) followed by CP as Consensus EPS forecasts for 2009 fell 56% vs. 37% on avg. for the rest of the group. Deutsche Bank Securities Inc. Page 35 EFTA01415913 31 October 2017 Railroads Canadian Rails Figure 74: Railroad stocks underperformed the market during the 08/09 recession 100 120 140 160 180 200 20 40 60 80 0 Jun-07 Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Source: Deutsche Bank, Company Filings UNP CNI CSX CP S&P 500 Following the 08/09 recession, rails had another good run with CP and UNP outperforming the rest of the industry. This was driven by two factors: stronger earnings growth and multiple expansion on the back of significant margin improvements. We note that NTM P/E multiples for CP and UNP expanded by 40% and 30% during this time, respectively, compared to 20% for the rest of the industry and the S&P 500. Figure 75: Solid margin expansion at CP and UNP supported stronger EPS growth and higher P/E multiples from 2011-2014 100 150 200 250 300 350 400 50 0 Oct-11 Apr-12 Source: Deutsche Bank, FactSet Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 EFTA01415914 CP UNP S&P 500 CNI CSX NSC After peaking in late 2014 / early 2015, railroad shares declined 40% on average from peak to trough (vs. an essentially flat S&P 500 during that time) amidst industry-wide carload declines due to weak industrial activity and a significant decrease in coal demand. We note that CP was the worst performing railroad peak to trough (-50%) given its higher exposure to energy related carloads while CNI outperformed (-31%) given its undersized exposure to coal and Canadian crude. Railroad shares began to recover in late 2015 / early 2016 as fears over further volume declines subsided. Performance was relatively similar across the board until Hunter Harrison left CP to join CSX. Since then, CSX has been the Page 36 Deutsche Bank Securities Inc. EFTA01415915 31 October 2017 Railroads Canadian Rails clear outperformer as investors anticipate significant margin improvement and an inflection in free cash flow. Figure 76: Railroads with more energy/coal exposure faired poorly in 2015 100 120 140 160 40 60 80 Oct-14 Apr-15 Source: Deutsche Bank, FactSet Oct-15 Apr-16 Oct-16 Apr-17 CSX S&P 500 NSC UNP CNI CP Oct-17 U.S. Class I rails (CP, NSC, UNP) currently trade on average at 19.3x NTM EPS, which is about a 30% premium to the average this decade (14.6x). Relative to the S&P 500, the U.S. Class I's are trading at 1.07x, which is a 9% premium to their historical average (0.98x). The relative premium makes sense, in our view, given the outsized benefit from potential tax reform that U.S. railroads would see compared to the rest of the S&P 500. Canadian Class I rails currently trade at 18.5x NTM EPS, translating to a 17% premium to the average this decade (15.8x). On a relative basis, however, the Canadian rails are trading at 1.02x the S&P 500, 4% below their historical average (1.07x). Figure 77: U.S. Class I rail historical valuation 10x 12x 14x 16x 18x 20x EFTA01415916 22x U.S. Class I NTM P/E Relative to SPX (NTM) 60% 70% 80% 90% 100% 110% 120% 130% Figure 78: Canadian rail historical valuation 10x 12x 14x 16x 18x 20x Can. Class I NTM P/E Relative to SPX (NTM) 60% 70% 80% 90% 100% 110% 120% 130% Source: Deutsche Bank, FactSet Source: Deutsche Bank, FactSet Deutsche Bank Securities Inc. Page 37 Jan-10 Sep-10 May-11 Jan-12 Sep-12 May-13 Jan-14 Sep-14 May-15 Jan-16 Sep-16 May-17 Jan-10 Sep-10 May-11 Jan-12 Sep-12 May-13 Jan-14 EFTA01415917 Sep-14 May-15 Jan-16 Sep-16 May-17 EFTA01415918 31 October 2017 Railroads Canadian Rails Rating Buy North America Canada Industrials Railroads Reuters CP.N Bloomberg CP US Shifting Gears; Initiate Buy/$209 price target Following its multi-year implementation of Precision Railroading, CP is shifting gears from cost take-out to top-line growth. As such, we see at least 15% upside in shares as CP leverages its reduced cost base, improved service levels, and recent capacity investments to retake market share. We expect this to translate to 30% cumulative EPS growth over the next two years, reflecting midsingle digit revenue growth, significant operating leverage, and accelerated share repurchase. Against this backdrop we see CP's relative valuation discount as unsustainable, which underpins our positive stance to shares. Initiate Buy. CP is putting the pieces together to leverage a better network After bringing its cost base closer in-line with CNI, CP has undertaken a number of initiatives aimed at growing its top-line and taking market share. Further, it has made a number of capacity investments in order to improve service levels and more profitably handle volume growth across its network and reinvigorated its sales/marketing efforts to expand existing relationships and win new business. At the end of the day, we believe CP is poised to drive best in class volume growth and increase operating leverage as it targets higher margin business. To this point, we forecast volume growth (measured by revenue ton-miles [RTM's]) to increase at a 3.1% CAGR over the next two years compared to 2.4% CAGR at CNI. In addition to CP's company-specific initiatives, we see outsized tailwinds for CP's domestic intermodal, crude by rail, and potash businesses which support our view of best-in-class volume growth. CP's discounted valuation does not reflect earnings potential CP currently trades at 17.5x NTM EPS estimates, which is about 3% below its 5year avg. and nearly 10% below CNI's current multiple. CP's de-rating (both on an absolute and relative basis) has coincided with a 20% decline in EFTA01415919 merchandise volumes from 2014 to 2017E while CNI's merchandise RTM's are now back inline with 2014 levels. Given our expectation for CP to generate best-in-class RTM growth over the next several years, we see potential for shares to re-rate higher as improved operating leverage translates to higher earnings growth. Valuation and risks Our $209 price target is based on 17.5x our 2019 EPS estimate, which is supported by our DCF framework (3.75% terminal growth and 7.9% WACC). Downside risks include a sharp decline in commodity prices, lower pricing, NAFTA, and recession. Company Canadian Pacific Seldon Clarke Associate Analyst Price at 30 Oct 2017 (USD) Price Target 52-week range Price/price relative 200 180 160 174.74 209.00 177.61 - 139.33 140 120 100 80 Jan '16 Apr '16 Jul '16 Canadian Pacific Oct '16 Jan '17 Apr '17 TSE Composite (Rebased) Jul '17 Oct '17 Performance (%) Absolute TSE Composite Source: Deutsche Bank Stock & option liquidity data Market Cap (USD) Shares outstanding (m) Free float (%) EFTA01415920 Volume (30 Oct 2017) Option volume (und. shrs., 1M avg.) Source: Deutsche Bank lm 4.0 2.4 3m 10.7 5.8 12m 22.2 8.2 25,418.3 145.5 100 73,246 42,935 Page 38 Deutsche Bank Securities Inc. EFTA01415921 31 October 2017 Railroads Canadian Rails Forecasts and ratios Year End Dec 31 1Q EPS 2Q EPS 3Q EPS 4Q EPS FY EPS (CAD) P/E (x) DPS (CAD) Dividend yield (%) Revenue (CADm) Source: Deutsche Bank estimates, company data 2016A 2.50 2.04 2.73 3.04 10.29 17.5 0.00 0.0 6,232.0 2017E 2.50A 2.77A 2.90A 3.29 11.44 19.6 0.00 0.0 6,543.1 2018E 2.82 3.08 3.42 3.79 13.14 17.1 0.00 0.0 6,831.3 2019E 14.95 EFTA01415922 15.0 0.00 0.8 7,265.1 Deutsche Bank Securities Inc. Page 39 EFTA01415923 31 October 2017 Railroads Canadian Rails CP Company Overview Canadian Pacific — headquartered in Calgary, Canada, was formed as a passenger rail shortly after Canada's confederation in 1867 to connect the eastern provinces of Nova Scotia and New Brunswick with Canada's central provinces of Quebec and Ontario. A few years later, Manitoba joined the confederation with the promise that a transcontinental railroad would be built within 10 years. Construction of the railway was challenged in the coming years before a group of businessmen formed a viable syndicate and incorporated The Canadian Pacific Railway in 1881. Less than ten years later, CP provided coast to coast passenger service in Canada as well as a number of other services related to trade. By 1986, Canadian Pacific had grown into Canada's second largest company with $15 billion of revenue through a number of different subsidiaries. With CEO William Stinson at the helm in 1990, CP purchased the remaining interest in the Soo Line which operated in the U.S. Midwest and then acquired Delaware and Hudson Railway (D&H) out of bankruptcy in 1991 which gave it access to ports in the Northeast U.S. In 2001, the company spun out its five subsidiaries into separate companies and shares of Canadian Pacific began trading on the NYSE and Toronto Stock Exchange. In June, 2012 CP hired railroad legend Hunter Harrison as CEO in response to activism efforts from Pershing Square. After acquiring a 14.2% stake in the company, Pershing Square was able to reconstitute the board and appoint Harrison as CEO. Rail operations at CP underwent a massive overhaul under the direction of Harrison resulting in over 20 percentage points of margin improvement over a five year span (19% in 2011 to 41% in 2016). During this time Harrison looked to merge with both CSX and NSC but could not find a friendly path forward with either company. Harrison abruptly left the company in 2017 and became the CEO of CSX a few months later. Today Canadian Pacific operates over 12,000 miles of railroad spanning six Provinces in Canada and 13 states in the U.S. In 2017, we expect the company to generate $6.5 billion of revenue and $2.7 billion of operating profit (42% ebit margin). Figure 79: CP System Map Canadian Pacific operates over 12,000 miles of railroad spanning six Provinces in Canada and 13 states in the U.S. Source: Company public domain image Page 40 Deutsche Bank Securities Inc. EFTA01415924 31 October 2017 Railroads Canadian Rails Revenue Trends Revenue at CP has increased at a 3.4% CAGR since 2000 due almost entirely to growth in revenue per carload (aka yields; +3.2% CAGR) as carload growth has been somewhat limited (+0.3% CAGR). CNI's yield growth reflects core pricing gains as well as a longer length of haul as revenue ton-miles have actually increased at a 1.3% CAGR over that time. The largest contributors to revenue growth have been industrial and consumer products (9.1% CAGR) and grain (4.3% CAGR) which help offset declines in fertilizers and sulphur (-2.5% CAGR) and forest products (-1.8% CAGR). In 2016, CP generated C$6.28 in revenue, marking a 7.2% yoy decline from 2015. Figure 80: CP Revenue Breakdown FY2016 Metals, Minerals, Consumer Products 9% Auto 6% Intermodal 22% Forest Products 4% Fertilizers & Sulphur 5% Potash 6% Source: Deutsche Bank, Company filings Energy, chems, plastics 14% Coal 10% Total Operating Revenue Source: Deutsche Bank, Company filings YoY Change Figure 81: CP Revenue Trends & YoY Changes Grain 24% 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 0 6% 5% EFTA01415925 4% -7% (20%) (15%) (10%) (5%) 0% 5% 10% 15% Revenue for CP is fairly straight forward at a high level - volume (measured in carloads) and yield (measured in avg. revenue per carload). Carload yields can vary significantly depending on a number of factors including mix of volume, length of haul, movements in core/underlying price, fuel surcharges, and currency. In 2016, CP moved just over 2.5M carloads earning an average of C$2,400 in revenue/ carload. Below we highlight CP's exposure by carload and the corresponding revenue the company generated on those particular carload classifications. Figure 82: CP Carload Breakdown Metals, Minerals, Consumer Products 8% Energy, chems, plastics 10% Forest Productsl Fertilizers & Sulphur 2% Source: Deutsche Bank, Company filings Potash 4% Coal 12% Grain 17% Source: Deutsche Bank, Company filings Auto 5% Intermodal 39% Figure 83: CP Revenue per Carload by Commodity (2016A) 1,000 2,000 3,000 4,000 5,000 0 EFTA01415926 4,757 4,154 3,433 2,904 1,990 1,343 3,394 2,880 2,814 2,400 Deutsche Bank Securities Inc. Page 41 Revenue ($ millions) YoY Change EFTA01415927 31 October 2017 Railroads Canadian Rails Total carload volumes have increased at a 0.3% CAGR since 2000, but declined 0.4% CAGR since 2006. The decline has largely been driven by sulphur and fertilizers (-10.4% CAGR) and forest products (-6.9% CAGR) which offset solid growth in industrial and consumer product carloads (5.9% CAGR). Interestingly, however, those commodities which saw the largest carload declines exhibited the strongest yield growth - sulphur and fertilizers rev/carload increased 6.8% CAGR and forest products increased 5.9% CAGR - as CP elected to move more profitable freight. Overall revenue per carload has increased at a 3.6% CAGR since 2006. In the figures below we provide historical and our forecasted carload and yield trends followed by a more granular breakdown of CP's key commodity groups and our thoughts moving forward. Figure 84: CP Carload Growth (2005-2019E) 2,000 2,250 2,500 2,750 3,000 Total Carloads Source: Deutsche Bank, Company filings 4% -4% 4% 3% (20%) (15%) (10%) (5%) 0% 5% 10% 15% YoY Change Figure 85: CP Revenue per Carload (2005-2019E) 1,000 1,250 1,500 1,750 2,000 2,250 2,500 2,750 Revenue per carload Source: Deutsche Bank, Company filings EFTA01415928 3% 1% 1% -4% (5%) 0% 5% 10% 15% YoY Change Commodity breakdown Below we breakdown the key revenue categories for CP and the drivers behind them. Grain - the largest revenue contributor for CP accounting for 24% of total revenue in 2016. Grain revenue has increased at a 5.0% CAGR since 2006 amidst modest volume growth (1.2% CAGR) and strong improvement in yields (+3.8% CAGR). We note that roughly 2/3 of CP's grain business is Canadian grain which is transported from the Canadian Prairies (Alberta, Saskatchewan, Manitoba) to Canadian ports for export and to eastern Canada, the U.S. and Mexico for domestic consumption. Roughly 70% of that grain is regulated by the Canadian government via the Canada Transportation Act (CTA) which carries an annual revenue cap. The remaining third of grain revenue comes from the U.S which is used for both exports and domestic consumption. Recently, it has been a tale of two stories as U.S. grain volumes were down 24% yoy in the most recent quarter while Canadian grain volumes were up 4% yoy. While current crop forecasts are calling for a nearly 10% reduction in Canadian grain production in the 2017/18 crop year, we believe increased demand for CP's dedicated train program will help offset some of these headwinds. Page 42 Deutsche Bank Securities Inc. Carloads (000's) YoY Change Revenue per Carload YoY Change EFTA01415929 31 October 2017 Railroads Canadian Rails Figure 86: Grain as a % of Total Revenues Canada 65% All Other 76% Grain 24% U.S. 35% CP's dedicated grain train program has been a major focus in recent years for CP. This has helped drive increased demand for the product which was up 15% yoy in 3Q amidst 16% faster cycle times. We believe increased demand for this service will help offset near-term headwinds from lower grain production. Source: Deutsche Bank, Company filings Intermodal - accounted for roughly 22% of CP's revenue in 2016. Intermodal revenue has increased at just 0.4% CAGR since 2006 as volumes have declined in three of the last four years (-1.7% CAGR since '06) and largely offset modest growth in yields (2.2% CAGR). CP's Domestic intermodal volumes, which contain a variety of goods (largely consumer related), accounted for 55% of CP's total intermodal revenue last year while International intermodal volumes, which consists of containerized imports and exports, made up the remaining 45%. CP's intermodal franchise has access to three key coastal ports - the Port of Vancouver (71% of international revenue), Port of Montreal (23% of international revenue), and New York/New Jersey. We believe Intermodal represents the largest growth opportunity of any commodity for CP over the next several amidst increased truckto-rail conversions and easy comps. Figure 87: Intermodal as a % of Total Revenues Domestic 55% All Other 78% Intermodal 22% Interational 45% Poor service levels have resulted market share loss to truckload at CP's domestic intermodal business in recent years. With EFTA01415930 avg. train speeds up 14% since 2014 and a more transparent service offering for shippers, we see significant tailwinds for CP's domestic intermodal business over the next several years. Source: Deutsche Bank, Company filings Energy, Chemicals, & Plastics - accounted for 14% of CP's revenue in 2016 Demand for this segment stems largely from oil and gas activity in North America with the majority of energy related commodities originating in Western Canada. However, CP has a number of rail interline partnerships which give it access to refineries and export facilities in other parts of North America, including the Louisiana petrochemical corridor. As shown below, the largest contributor to this Deutsche Bank Securities Inc. Page 43 EFTA01415931 31 October 2017 Railroads Canadian Rails business comes from energy (46%), with chemicals (23%), biofuels (22%) and plastics (9%) making up the remainder. In 2016, energy, chemicals, and plastics revenue fell 23% yoy amidst a 65% decline in crude revenue. Recently, however things have turned around as revenue is up 2% ytd and we expect momentum to continue through 2018 & 2019 amidst strong crude by rail demand. Figure 88: Energy, Chemicals, & Plastics as a % of Total Revenue Chemicals 23% All Other 86% Energy, Chems & Plastics 14% Energy 46% Biofuels 22% Plastics 9% We see significant tailwinds for energy, chemicals and plastics at CP due to increased demand for crude by rail volumes. We note that the Canadian Association of Petroleum Producers estimates that the supply of oil from Western Canada will increase at a 3.6% CAGR from 2017-2020 to over 4.5 million barrels per day, well in excess of current pipeline capacity of 4M bbl/day. We believe this dynamic will support crude by rail volumes in 2018 & 2019. Source: Deutsche Bank, Company filings Coal - accounted for 10% of CP's revenue in 2016. The majority of coal hauled by CP is metallurgical coal which is exported to regions like Asia to be used for steelmaking. These shipments generally originate from Teck Resource Limited's coal mines located in western Canada and move to port terminals on the west coast. To this point, coal has the 2nd shortest length of haul for CP - 580 miles vs. the company avg. of 853 - which translates to a lower revenue per carload - C$1,990 vs. company avg. of C$2,400. The remainder of CP's coal business is largely thermal coal which is consumed domestically in North America. Coal revenue has been essentially flat since 2006 (0.2% CAGR) as volumes have fallen off in recent years due to cheaper nat gas prices. To that point, coal revenue fell 5.2% yoy in 2016 amidst a 5.7% decline in carloads. EFTA01415932 Figure 89: Coal revenue as a % of Total Revenue The outlook for coal at CP is moderately better than U.S. rails given its outsized exposure to metallurgical coal, which is expected to be more stable than domestic/ thermal coal in the coming years. All Other 90% Coal 10% Canadian Export 84% Canadian Domestic 6% U.S. Domestic 10% Source: Deutsche Bank, Company filings Metals, Minerals, Consumer Products - accounted for 9% of CP's revenue in 2016. There are a variety of commodities within this group with ties to oil and gas Page 44 Deutsche Bank Securities Inc. EFTA01415933 31 October 2017 Railroads Canadian Rails development, non-residential construction, auto's, and the consumer. It has been fairly volatile in recent years due to the swings in commodity prices with volumes down 14% and 10% in 2015 and 2016, respectively. YTD, however, things have recovered and volumes are up over 30% YTD (through 3Q) due largely to increased demand for frac sand and steel. Additionally, CP has enhanced its cold-chain/ refrigerated capabilities through the purchase of over 40 gensets, containers with power generators capable of powering 17 cold-storage containers, which we expect to contribute to growth in the coming years. Figure 90: Metals, Minerals, & Consumer Products as a % of Total Revenues Sand & stone 25% All Other 91% Metals, minerals & consumer products 9% Other aggregates 25% Steel 30% Food & consumer 15% Metal & minerals 1% Source: Deutsche Bank, Company filings Potash - accounted for 6% of CP's freight revenue in 2016. The majority of potash volumes originate in Saskatchewan (Western Canada) and are exported through various ports served by CP. All export shipments of potash are marketed by a JV of Seskatchewan's potash producers called Canpotex Limited while domestic moves are handled independently. Potash revenue is up nearly 30% YTD for CP amidst strong growth in both volume and yields. We expect potash carloads to grow double digits for the next few quarters as volumes ramp up from the recently opened K+S Potash Canada Mine. Figure 91: Potash as a % of Total Revenue We expect potash carloads to grow double digits for the next few quarters as volumes ramp up from the recently opened K+S Potash Canada Mine. Domestic 46% EFTA01415934 All Other 94% Potash 6% Export 54% Source: Deutsche Bank, Company filings Deutsche Bank Securities Inc. Page 45 EFTA01415935 31 October 2017 Railroads Canadian Rails Profitability trends CP reported operating income of C$2.6bn in with a company-best and near best in class operating ratio of 58.6% in 2016. Over the past ten years, CP's EBIT has increased at an 8.6% CAGR on just 3.1% revenue CAGR as the company was able to reduce its operating ratio by nearly 1,700bps. The majority of this improvement came during Hunter Harrison's tenure as CEO (see figure below) when the operating ratio improved 1,600bps from 2012-2016. Harrison's Precision Railroading model helped transform CP through a relentless focus on asset optimization, network connectivity, and cost controls. To put this into context, CP reduced its locomotive fleet size by 40% from 2012 to 2015 while maintaining volume levels. Said another way, CP was able to improve its locomotive productivity by 40% in three years by removing older units from circulation and running heavier/longer trains. Another aspect of Precision Railroading involves the replacement of hump yards with flat-switching. This change helped CP improve its average terminal dwell (the time a train spends at a terminal) by 19% and average network speed by 40% since 2011. We expect continued improvement in margins as CP benefits from strong operating leverage to volume growth. Figure 92: CP EBIT & YoY Changes (2005-2019E) 1,000 1,500 2,000 2,500 3,000 3,500 500 0 Operating Income Source: Deutsche Bank, Company filings 7% 8% 9% -2% (40%) (30%) (20%) (10%) 0% 10% 20% 30% 40% 50% YoY Change Source: Deutsche Bank, Company filings Figure 93: CP Operating Ratio trends since 2005 EFTA01415936 50% 55% 60% 65% 70% 75% 80% 85% 90% Harrison appointed CEO Balance Sheet & Cash Flow overview As of Q3 2017, CP's net debt totaled C$7.9bn (excluding C$288 million of offbalance sheet debt) and its net debt/ebitda ratio was 2.4x. Historically, CP's net debt/ebitda has averaged 2.5x and remained within a range of 1.6-3.2x (hitting 3.2x in 2009 and 2011). This is modestly higher than its Class I peers under our coverage universe which typically run a leverage ratio around 2.0x. Management targets a long-term leverage ratio of 2-2.5x. In the figure below we depict CP's gross and net debt balances as well as its leverage ratio since 2005. Page 46 Deutsche Bank Securities Inc. EBIT ($ millinos) YoY Change 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 77.0% 2017E 2018E 2019E 58.0% 56.7% 55.6% EFTA01415937 31 October 2017 Railroads Canadian Rails Figure 94: CP debt levels and leverage ratios (2005-2019E) 10,000 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 0 Gross Debt Source: Deutsche Bank, Company filings Net Debt Net debt/ebitda 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x 3.5x Over the past ten years, CP's net capex averaged 18.3% of revenue on an annualized basis and has primarily been used for network maintenance, rail siding, and rail equipment. That number declined to 17% in 2016 after CP completed a multi-year track upgrade program in 2015. Management expects capex to increase 6% yoy in 2017 to C$1.25bn due to increased Positive Train Control (PTC) spending for portions of its U.S. network and we see this increasing to C$1.3-1.4bn in the following years as CP updates its grain hopper fleet. Since Harrison took the reigns as CEO in 2012, CP has drastically improved its free cash flow conversion as free cash flow increased nearly four-fold from 2012-2016. We forecast over 40% cumulative free cash flow growth by 2019 (vs. 2017). Figure 95: FCF and FCF as a % of Net Income (2005-2019E) 69% 1,400 79% (600) (100) 400 900 Free Cash Flow Source: Deutsche Bank, Company filings EFTA01415938 % of NI 82% (150%) (100%) (50%) 0% 50% 100% CP recently started returning more cash to shareholders with a massive buyback in 2014-15 which resulted in a nearly 10% reduction in the company's sharecount. Deutsche Bank Securities Inc. Page 47 Free Cash Flow ($ Millions) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E % of NI EFTA01415939 31 October 2017 Railroads Canadian Rails Historically the company has paid a steady dividend which has increased at 10% CAGR over the past ten years. Figure 96: CP has increased cash returned to shareholders in recent years 1,000 1,500 2,000 2,500 3,000 500 0 Repurchase of common stock Source: Deutsche Bank, Company filings Dividends paid % of NI 94.6% 78.5% 78.7% 82.2% 0% 20% 40% 60% 80% 100% 120% 140% 160% 180% 200% Management Overview Keith Creel — President & CEO Keith joined CP in 2013 as the Chief Operating Officer and was appointed to CEO and President of CP in January 2017 after the departure of Hunter Harrison Previously, Keith served as Executive Vice President and COO of Canadian National after joining the company in 1999 through the company's merger with Illinois Central Railroad Keith began his career in railroading in 1992 at BNSF as an intermodal ramp manager Nadeem Velani — Vice President & CFO Nadeem was appointed Vice President and CFO in October, 2016 after serving as Vice-President Investor Relations for a little over three years EFTA01415940 Roughly 18 years of railroading experience Robert Johnson — Executive Vice President, Operations Industry veteran of 30+ years Served in current role since 2016 after serving as Vice-President Operations, Southern Region Page 48 Deutsche Bank Securities Inc. Cash Returned to shareholders % of NI EFTA01415941 31 October 2017 Railroads Canadian Rails Figure 97: Share capital concentration Others 89% Causeway 3% RBC 4% Artisan Partners 4% Source: Deutsche Bank, FactSet Artisan Partners RBC Causeway Others Valuation Shares of CP have performed nicely YTD - up 23% compared to +26% for the group (21% ex-CSX) and 15% for the S&P 500. The stock currently trades at 17.5x NTM P/E, which is about half a turn below its 5-year average, but well above where it was trading prior to the appointment of Hunter Harrison as CEO. Relative to its peers, CP trades at a 7% discount, though this is partially due to the outsized impact that U.S. tax reform would have on CSX, NSC, and UNP. Nonetheless, we expect the relative valuation to essentially reverse in 2018 as CP's earnings trajectory improves. Figure 98: CP historical forward P/E multiples Fwd. P/E 10-Yr avg. 15-Yr. Avg. 5-Yr Avg. Figure 99: CP is trading below its Class I peers 12x 17x 22x 27x 7x '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Source: Deutsche Bank, FactSet 10x 12x 14x 16x 18x 20x 22x 24x EFTA01415942 '12 '13 CP Source: Deutsche Bank, FactSet '14 CNI '15 '16 U.S. Class I's '17 On an EV/EBITDA basis, CP currently trades at trades at 11.4x EV/EBITDA, which is modestly above its 5-year average. Deutsche Bank Securities Inc. Page 49 EFTA01415943 31 October 2017 Railroads Canadian Rails Figure 100: CP's historical EV/EBITDA multiple trends 10.0x 10.5x 11.0x 11.5x 12.0x 12.5x 13.0x 13.5x 14.0x 14.5x 8.0x 8.5x 9.0x 9.5x EV/EBITDA Source: Deutsche Bank, FactSet 5-Yr. Avg. Page 50 Deutsche Bank Securities Inc. Aug-12 Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 May-16 Aug-16 Nov-16 Feb-17 May-17 Aug-17 EFTA01415944 31 October 2017 Railroads Canadian Rails Financial Statements Figure 101: CP Income Statement Canadian Pacific Railway (CP) Quarterly Income Statement (C$ millions) Operating Revenue Total rail freight revenues YoY Change Other revenues YoY Change Total Operating Revenue YoY Change Operating Expenses Compensation and benefits Fuel Materials Equipment rents Depreciation and ammortization Purchased services and other Total Operating Expenses YoY Change Operating Ratio (OR) Gross Of Fuel YoY Improvement (deterioration) Operating Income YoY Change Incremental Margin Other Income And Interest Expense Other income Interest expense Total other income Pretax income before income taxes Effective income tax rate Income taxes Net income (continuing) Extraordinary items Net income (reported) YoY Change Diluted EPS (Continuing) Extraordinary items Diluted EPS (Reported) YoY Change (continuing) Avg. basic shares outstanding Avg. diluted shares outstanding Source: Deutsche Bank, Company Filings (37) (276) (313) 2012 2012 EFTA01415945 5,550 145 2013 2013 5,982 151 2014 2014 6,464 156 2015 2015 6,552 2016 2016 6,060 9.9% 7.8% 8.1% 1.4% (7.5%) 160 172 6,133 6,620 6,712 6,232 10.0% 7.7% 7.9% 1.4% (7.2%) 1,486 999 238 206 539 918 4,386 1,378 1,004 160 173 565 998 4,282 4.2% (2.4%) 1,348 1,048 193 155 552 985 4,281 (0.0%) 1,371 708 184 174 EFTA01415946 595 1,060 4,092 (4.4%) 1,189 567 180 173 640 905 3,654 (10.7%) 3/31/2017 6/30/2017 9/30/2017 12/31/2017 01 2017 Q2 2017 Q3 2017 Q4 2017e 1,563 16.7% 4.1% 3.3% 2.6% 7.5% (7.0%) 5,695 1,603 284 170 49 36 166 278 983 1,598 45 1,547 48 1,660 43 2017 2017E 6,368 176 2018 2018E 6,648 183 2019 2019E 7,070 1.0% 13.7% 2.5% 4.0% 5.1% 4.4% 6.4% 40 195 1,643 2.3% 9.1% 4.0% 2.1% 4.4% 6.4% 1,595 1,702 277 160 EFTA01415947 48 37 165 277 964 256 150 45 35 162 257 905 255 177 43 39 167 264 944 6,543 1,072 657 185 147 660 1,076 3,796 6,831 1,092 699 185 157 683 1,055 3,872 7,265 0.8% 13 3% 2.6% 4.0% 5.0% 4.4% 6.4% 1,129 745 189 167 719 1,090 4,039 4.8% 7.2% 0.9% 2.6% 3.9% 2.0% 4.3% 77.0% 69.8% 64.7% 61.0% 58.6% 61.3% 58.7% 56.7% 55.5% 58.0% 56.7% 55.6% 432 bps 720 bps 515 bps 370 bps 233 bps (237 bps) 333 bps 98 bps 75 bps 62 bps 134 bps 108 bps 1,309 1,851 2,339 EFTA01415948 2,620 123.7% 100.2% 305.4% (17) (278) (295) (7) (282) (289) 19 (394) (375) 2,578 35.5% 41.4% 26.4% 12.0% (1.6%) 620 679 690 758 2,747 2,960 3,226 (5.1%) 23.2% 5.0% 5.8% 6.6% 7.7% 9.0% NM (275.0%) 66.3% 80.5% 63.4% 54.4% 73.7% 61.4% (9) (471) (480) 996.0 1,556.0 2,050.0 2,245.0 2,098.0 417.0 564.0 620.0 549.0 50.0 0 (120) (120) 500.0 132.0 (3) (122) (125) 554.0 147.0 0 (115) (115) 575.0 25.2% 26.8% 27.5% 27.6% 26.2% 26.4% 26.5% 26.6% 251.3 153.0 744.7 1,139.0 1,486.0 1,625.0 1,549.0 (260.7) (257.0) EFTA01415949 484.0 $4.30 ($1.51) $2.80 171.8 173.1 (6.0) (273.0) 882.0 1,480.0 1,352.0 1,599.0 (15.1%) 52.9% 30.5% 9.4% (4.7%) $6.45 ($1.46) $5.00 174.9 176.5 $8.52 $10.09 $10.29 ($0.03) $8.49 172.8 174.4 159.8 161.0 ($1.70) $0.33 $8.40 $10.62 149.6 150.5 368.0 63.0 431.0 $2.50 $0.43 $2.93 146.5 147.1 407.0 73.0 480.0 $2.77 $0.50 $3.27 146.5 146.9 422.0 88.0 510.0 $2.90 $0.60 $3.50 145.5 145.8 0 EFTA01415950 (116) (116) (3) (473) (476) 0 (468) (468) 26.5% 26.5% 602.2 660.4 0.0 0 (483) (483) 642.3 2,271.3 2,491.9 2,742.8 26.5% 170.2 224.0 26.5% 726.8 472.1 1,669.1 1,831.5 2,015.9 0.0 472.1 1,893.1 1,831.5 2,015.9 (4.2%) 30.4% 4.2% 5.4% 7.8% 9.7% 10.1% $3.29 $11.44 $13.14 $14.95 $0.00 $1.54 $0.00 $3.29 $12.98 $13.14 $14.95 (16.3%) 50.0% 32.0% 18.5% 2.0% 0.2% 35.5% 6.2% 8.1% 11.2% 14.8% 143.4 143.7 145.5 145.9 139.1 139.4 134.5 134.8 $0.00 0.0 Deutsche Bank Securities Inc. Page 51 13.8% EFTA01415951 31 October 2017 Railroads Canadian Rails Figure 102: CP Balance Sheet Canadian Pacific Railway Limited (CP) Annual Balance Sheet (C$ millions) Assets Current Assets: Cash and cash equivalents Accounts receivable, net Materials and supplies (11) Deferred income taxes Other current assets Total Current Assets Investments Net property and equipment Goodwill and Intangible assets Other assets Total Assets Liabilities And Owner's Equity Current Liabilities Accounts payable and accrued liabilities Short term borrowing Income and other taxes payable Dividends Payable Current portion of long term debt Total Current Liabilities Long term Debt Deferred income taxes Pension and other benefits liabilities Other long-term liablities Total Liabilities Shareholder's Equity Total Liabilities And Equities Source: Deutsche Bank, Company Filings 2012 2012 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017E 2018 2018E 2019 2019E EFTA01415952 333 546 136 254 60 1,329 83 161 141 887 580 165 344 53 2,029 92 1,450 226 702 177 56 116 1,277 112 176 637 650 645 188 0 54 1,537 152 211 1,464 164 591 184 0 70 1,009 194 202 1,127 130 621 192 0 73 1,015 199 EFTA01415953 202 3,371 288 648 198 0 77 1,210 204 202 5,455 416 689 206 0 82 1,392 209 13,013 13,327 14,438 16,273 16,689 17,264 17,856 18,462 162 202 7,968 14,727 17,060 16,640 19,637 19,221 22,052 24,928 28,233 1,176 0 0 0 54 1,230 4,636 2,092 1,366 306 9,630 5,097 1,189 0 0 0 189 1,378 4,687 2,903 657 338 1,277 0 0 0 134 1,411 EFTA01415954 5,659 2,773 755 432 5,610 1,417 0 0 0 30 1,447 8,927 3,391 758 318 4,796 1,322 0 0 0 25 1,347 8,659 3,571 734 284 4,626 1,373 0 0 0 25 1,398 8,779 3,682 699 284 7,210 1,401 0 0 0 25 1,426 8,899 3,811 680 284 1,461 0 0 EFTA01415955 0 25 1,486 8,994 4,013 662 284 9,963 11,030 14,841 14,595 14,842 15,100 15,439 7,097 9,828 12,794 14,727 17,060 16,640 19,637 19,221 22,052 24,928 28,233 Page 52 Deutsche Bank Securities Inc. EFTA01415956 31 October 2017 Railroads Canadian Rails Figure 103: CP Cash Flow Statement Canadian Pacific Railway Limited (CP) Annual Cash Flow Statement (C$ millions) Operating Activities: Net Income Adjustments to reconcile NI Depreciation and ammortization Deferred income taxes Restructuring and environmental payments Foreign Exchange gains and losses on LTD Pension funding Other operating activities, Changes in working capital Cash Flow From Operations Investing Activities: Capital investments Proceeds from asset sales Net capex Acquisitions net of cash acquired Proceeds from sale of properties and Other investing activities, net Cash Flow From Investing Financing Activities: Issuance of LTD Net increase / (decrease) Reduction of LTD Dividends paid Collecting of recievables from Issuance of CP common shares Repurchase of common stock Other financing activities, net Cash Flow From Financing Effect of foreign currency Cash and cash equivalents, Net increase (decrease) in Cash and cash equivalents, 2012 2012 484 539 140 315 0 (61) (84) (5) 1,328 (1,148) net in ST Debt asset sales financial intitutions fluctuations beginning of period cash and cash equivalents end of period EFTA01415957 83 (1,065) 0 62 (8) (1,011) 71 (27) (50) (223) 0 198 0 1 (30) (1) 47 CHECK Source: Deutsche Bank, Company Filings 286 333 2013 2013 875 565 212 423 0 (55) (68) (2) 1,950 (1,236) 73 (1,163) 0 0 (434) (1,597) 0 (3) (56) (244) 0 83 (220) 10 333 143 476 2014 EFTA01415958 2014 1,476 552 354 0 0 (132) (3) (124) 2,123 (1,449) 52 (1,397) 0 638 9 (750) 771 (183) (244) 0 62 0 (2,050) 0 14 (1,630) 7 476 (250) 226 2015 2015 1,352 595 234 0 0 (49) 52 275 2,459 (1,522) 73 (1,449) 0 342 (16) (1,123) 3,780 0 (1,262) (505) EFTA01415959 (226) 0 43 (2,787) 0 (957) 45 226 424 650 2016 2016 1,599 640 320 0 (79) (138) (198) (55) 2,089 (1,182) 116 (1,066) 0 0 (3) (1,069) 0 (8) (38) (255) 0 21 (1,210) (3) (1,493) (13) 650 (486) 164 2017 2017E 1,893 660 262 0 (300) (140) 0 11 EFTA01415960 2,385 (1,235) 0 (1,235) 0 0 5 (1,230) 150 0 (30) (309) 0 0 (1,000) 0 (1,189) 0 164 (34) 130 2018 2018E 1,832 683 287 0 0 (75) 0 (10) 2,716 (1,275) 0 (1,275) 0 40 0 (1,235) 150 0 (30) (328) 0 0 (1,115) 0 (1,323) 0 130 158 EFTA01415961 288 2019 2019E 2,016 719 315 0 0 (75) 0 7 2,983 (1,325) 0 (1,325) 0 25 0 (1,300) 125 0 (30) (349) 0 0 (1,300) 0 (1,554) 0 288 129 416 Deutsche Bank Securities Inc. Page 53 EFTA01415962 31 October 2017 Railroads Canadian Rails Rating Sell North America Canada Industrials Railroads Reuters CNI.N Bloomberg CNI US A Victim of Their Own Success - Initiate Sell/$73 price target We see 10%+ downside in CNI shares as the company's strong outperformance starts to slow- driven by both the law of large numbers (the company already achieves a mid 40's operating margin, up from the high 30's five years ago) as well as catch-up performance from CP. For example, we note that from 2012-2016 CNI increased volumes at more than double the rate of CP, reflecting mix as well as market share gains during CP's implementation of Precision Railroading. The combination of CNI's slower prospective earnings growth and high capex (20% of sales) implies 15.5x P/E under our DCF-derived methodology, implying potential for three turns (15%) valuation de-rating vs. current trading levels. Initiate Sell. Market is giving CNI too much credit We do not believe current valuation appropriately reflects the relative earnings trajectory and shifting market dynamics within the Canadian rail industry. To this point, if we assume long-term capex of 20% of sales (inline with mgmt guidance), our DCF analysis implies that CNI would need to generate 5% topline CAGR through 2025 to warrant current valuation. In an industry that we anticipate organically grows revenue at a 3.5-4% CAGR long-term, market share wins would need to continue at the same pace as recent years (essentially 2x CP from 2012-2016) for this to be achievable. This is quite unlikely, in our view, as Canadian Pacific (CP) has largely eliminated CNI's cost and service advantage. In fact, we anticipate a reversal in this trend amidst a natural rebalancing of market share in CP's favor. Valuation and risks Our $73 price target is based on 15.5x our 2019 EPS estimate, which is EFTA01415963 supported by our DCF framework (3.75% terminal growth rate and 8% WACC). Upside risks include pricing and further market share wins. Company Canadian National Seldon Clarke Associate Analyst Price at 30 Oct 2017 (USD) Price Target 52-week range Price/price relative 90 80 81.21 73.00 83.85 - 61.95 70 60 50 40 Jan '16 Apr '16 Jul '16 Oct '16 Canadian National Jan '17 Apr '17 TSE Composite (Rebased) Jul '17 Oct '17 Performance (%) Absolute TSE Composite Source: Deutsche Bank Stock & option liquidity data Market Cap (USD) Shares outstanding (m) Free float (%) Volume (30 Oct 2017) Option volume (und. shrs., 1M avg.) Source: Deutsche Bank lm -2.0 2.4 3m 2.6 5.8 EFTA01415964 12m 28.7 8.2 61,215.1 753.8 236,587 35,232 Page 54 Deutsche Bank Securities Inc. EFTA01415965 31 October 2017 Railroads Canadian Rails Forecasts and ratios Year End Dec 31 1Q EPS 2Q EPS 3Q EPS 4Q EPS FY EPS (CAD) OLD FY EPS (CAD) % Change P/E (x) DPS (CAD) Dividend yield (%) Revenue (CADm) Source: Deutsche Bank estimates, company data 2016A 1.00 1.11 1.25 1.24 4.60 -1 7.7 1.49 1.8 12,037.0 2017E 1.15A 1.33A 1.31A 1.28 5.07 -2 0.6 1.64 1.6 13,066.8 2018E 1.17 1.34 1.43 1.42 5.34 -1 9.5 1.81 EFTA01415966 1.7 13,417.6 2019E 5.90 17.7 1.99 1.9 14,171.0 Deutsche Bank Securities Inc. Page 55 EFTA01415967 31 October 2017 Railroads Canadian Rails CNI Company Overview Canadian National - headquartered in Montreal, Canada was created by the government of Canada after World War I forced several smaller railroads into bankruptcy. In order to maintain a fluid transportation system in Canada, the government accumulated a number rail systems and created Canadian National Railways (CNR) in December, 1918. In the years following, CNR took over operations of several additional railways, including the Grand Trunk Railway which is the incorporated name for the company's U.S. rail operations today. CNR remained under complete government subsidy until completing its initial public offering in November 1995. Following its IPO the company, which was rebranded as Canadian National (CN), remained acquisitive and completed an aggressive rationalization of its network. In 1998 CN purchased Illinois Central Railroad for $2.4 billion to improve its connectivity across Canada and into the U.S. Acting Illinois Central CEO Hunter Harrison was then appointed CEO of CN. In 1999, CN and BNSF announced that the two companies planned to merge - forming North American Railways. The merger was aggressively denounced by the other Class I rails and the Surface Transportation Board issued a 15 month moratorium on rail mergers so it could adopt new merger rules. This caused the companies to abandon the merger plans and focus on network rationalization. Under the direction of Harrison, CN was able to bring its operating ratio from 70% in 2001 into the low 60's before Harrison departed for CP in 2012. Today Canadian National operates over 20,000 miles of railroad which connects all four major ports in Canada (Prince Rupert, Vancouver, Halifax & Montreal) to the Gulf of Mexico. In 2017, we expect the company to generate roughly $13.1 billion of revenue and $5.7 billion of operating income. Figure 104: CNI System Map CNI's network spans roughly 20,000 miles and provides service to all major Canadian markets as well as 75% of the U.S. population. Source: Company public domain image Page 56 Deutsche Bank Securities Inc. EFTA01415968 31 October 2017 Railroads Canadian Rails Revenue Trends The revenue model for CNI (as well as other railroad companies) is fairly straight forward at a high level - volume (measured in carloads) x yield (measured in average revenue per carload). Revenue at CNI has increased at a 5.1% CAGR since 2000 amidst modest growth in volumes (2.0% CAGR) and yields (2.9% CAGR). The increase in yield reflects an average of 3.5%+ core pricing gains and a longer average length of haul. The largest contributors to revenue growth have been intermodal (7.3% CAGR), metals and minerals (7.3% CAGR), and petroleum and chemicals (+5.7%) while coal (1.8% CAGR) and autos (1.9% CAGR) have been laggards. CNI's network, which connects three coasts in North America, and its exceptional service levels have helped it achieve the fastest top-line growth of any railroad under our coverage universe over the past decade (4.3% CAGR vs. 1.9% on avg. for other Class I's) with growth accelerating since 2010 (6.4% CAGR vs. 2.0% on avg. for other Class I's). In 2016, CNI generated just over C$12B in revenue marking a 4.6% yoy decline from 2015. Figure 105: CNI Revenue Breakdown FY2016 Grain & Coal 4% Forest products 16% Petroleum & chems 19% Source: Deutsche Bank, Company filings fertilizers 18% Intermodal 25% Figure 106: CNI Revenue Trends & YoY Changes 10,000 12,000 14,000 16,000 2,000 4,000 6,000 8,000 0 Total Operating Revenue EFTA01415969 Source: Deutsche Bank, Company filings 9% 6% 3% -5% (15%) (10%) (5%) 0% 5% 10% 15% 20% YoY Change As we discussed above, revenue (at a high level) has essentially two inputs - carloads and yield (rev/carload) Carload yields can vary pretty significantly depending on a number of factors including mix of volume, length of haul, movements in core/underlying price, fuel surcharges, and currency. In 2016, CNI moved just over 5.2M carloads earning an average of C$2,176 in revenue per carload. Below we highlight CNI's exposure by carload and the corresponding revenue the company generated on those carload classifications. Deutsche Bank Securities Inc. Page 57 Revenue ($ Millions) YoY Change EFTA01415970 31 October 2017 Railroads Canadian Rails Figure 107: CNI Carload Breakdown Forest products 8% Metals & minerals 15% Petroleum & chems 12% Auto's 5% Source: Deutsche Bank, Company filings Source: Deutsche Bank, Company filings Coal 6% Grain & fertilizers 12% Intermodal 42% Figure 108: CNI revenue per carload by classification (2016A) 1,000 2,000 3,000 4,000 5,000 0 4,084 3,629 3,485 2,908 2,176 1,509 1,303 1,316 Total carload volumes have increased at a 0.8% CAGR since 2006 as strong growth in intermodal (+5% CAGR) has been partially offset by declines in forest products (-4.1% CAGR) and metals and minerals (-1.9% CAGR) Interestingly, however, those commodities exhibited some of the strongest yield growth - forest products rev/carload increased 4.5% CAGR and metals and minerals increased 5.9% CAGR - as CNI elected to move more profitable freight. Overall revenue per carload has increased at a 3.8% CAGR since 2006. In the figures below we provide historical carload and yield trends followed by a more granular breakdown of EFTA01415971 CNI's key commodity groups and our thoughts moving forward. Figure 109: CNI Carload Trends (2005-2019E) 2,500 3,000 3,500 4,000 4,500 5,000 5,500 6,000 6,500 Total Carloads Source: Deutsche Bank, Company filings 10% 3% 3% -5% (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% YoY Change Figure 110: CNI Revenue per Carload Trends (2005-2019E) 1,000 1,500 2,000 2,500 500 Total Revenue per Carload Source: Deutsche Bank, Company filings 2% 0% -1% -1% (6%) (4%) (2%) 0% 2% 4% 6% 8% 10% 12% YoY Change EFTA01415972 Commodity breakdown Below we breakdown the key revenue categories for CNI and the drivers behind them. Intermodal - accounted for 25% of CNI's revenue in 2016. Intermodal has been the fastest growing segment for CNI with a ten-year CAGR of 7.4% (2006-2016) due to a combination of strong volume growth (5% CAGR) and modest yield Page 58 Deutsche Bank Securities Inc. Carloads (000's) YoY Change Rev/Carload YoY Change EFTA01415973 31 October 2017 Railroads Canadian Rails growth (+2.3% CAGR). With connection to three coasts in North America, roughly 2/3 of CNI's intermodal revenue comes from international volumes. CNI is the only Class I railroad with access to the Port of Prince Rupert, which we believe should support high single-digit international intermodal growth in 2018. To this point, CNI has seen the strongest growth in intermodal volumes in 2017 (+15% YTD through 3Q) with volumes accelerating in September (—+20% yoy) after the Port of Prince Rupert completed its expansion project which increased throughput by 500k TEU's (+60% increase). Prince Rupert provides several advantages for intermodal shippers including quicker transit times (2 day advantage over LA and 1 day quicker than Vancouver) and lower port fees. Additionally, Prince Rupert had been gaining market share prior to its expansion from other west coast ports for U.S. bound intermodal volumes with roughly 50% of its imports destined for the U.S. compared to just 30% in 2009/2010. However, we believe international intermodal moves are typically of lower margin, which is reflected in recent yield trends (-4% yoy in 3Q ex-currency), and we see potential headwinds to margins in 2018 resulting from outsized international growth. Figure 111: Intermodal as a % of Total Revenues We believe CNI's international intermodal volumes should continue to benefit from the recent expansion at Prince Rupert. However, we see potential headwinds to margins from outsized growth in international volumes. All Other 75% Intermodal 25% International 63% Domestic 37% Source: Deutsche Bank, Company filings Petroleum & Chemicals - accounted for 19% of CNI's revenue in 2016. Demand for this segment stems largely from oil and gas activity in North America with the majority of shipments originating near the Gulf of Mexico or Western Canada. This segment has been the 2nd fastest grower for CNI with a 10-year revenue CAGR of 6.4% (2006-2016) due almost entirely to yield growth (6.2% CAGR) as EFTA01415974 volumes (0.2% CAGR) fell off in 2016 (-6.4% yoy) amidst reduced oil and gas activity. Things have turned around in 2017, however, with petroleum and chemicals carloads up roughly 5% YTD (through 3Q). We see long-term tailwinds for chemical carload growth at CNI due to the over supply of polyethelene coming out of the Gulf which is where the majority of CNI's petroleum and chemical carloads originate. We note that chemical producers have commissioned facility investments that are expected to result in a 35% increase in polyethelene capacity by 2020 and +50% by 2025. This increase in supply is likely to far exceed domestic demand growth, resulting in export opportunities for railroads serving the area. Given CNI's connection to west coast ports, we see them as one of the beneficiaries of this trend as they provide an outlet for excess polyethelene to be exported to Asia. Deutsche Bank Securities Inc. Page 59 EFTA01415975 31 October 2017 Railroads Canadian Rails Figure 112: Petroleum & Chemicals as a % of Total Revenues We see long-term tailwinds for chemical carload growth due to increased demand for polyethelene exports, though we do see competition from other rails such as UNP in this arena. All Other 81% Petroleum & chems 19% Refined petroleum products 33% Crude & condensate 17% Chems & plastics 46% Sulfur 4% Source: Deutsche Bank, Company filings Grain & Fertilizers - accounted for 19% of CNI's revenue in 2016. Grain and fertilizers revenue has grown at a 5.2% CAGR since 2006 due almost entirely to a 5.1% yield CAGR as volumes have essentially remained flat. We note that agriculture related carload growth can be somewhat volatile, however, and is often dependent on the quality of crop production. For example, following a record crop year in 2013/14 CNI's grain & fertilizer carloads were up nearly 12% in 2014. To this point, comps for the next few quarters will be challenging for CNI as we lap the record crop year in 2016/17. We note that roughly 68% of CNI's grain carloads originate in Canada, and the company moves roughly 52% of Canada's total grain crop. Over the past few years, CNI has invested in new locomotives and longer-siding in order to accommodate longer trains which has helped the company win new business. To that point, CNI's grain revenue ton miles (RTM's) increased 3% yoy in 2016 while CP's declined 3% yoy. While this trend continued into 2017, we have begun to see some weakness in CNI's grain volumes as RTM's have declined yoy in five consecutive weeks. Figure 113: Grain & Fertilizers as a % of Total Revenues We see near-term headwinds for Grain volumes amidst tough comps, a weaker crop year, and our expectation for market share losses due to a natural rebalancing of grain shipments back to CP's network. EFTA01415976 Feed grains 22% All Other 81% Grain & Fertilizers 19% Food grains 22% Oilseeds 46% Fertilizers 20% Source: Deutsche Bank, Company filings Page 60 Deutsche Bank Securities Inc. EFTA01415977 31 October 2017 Railroads Canadian Rails Forest Products - accounted for 16% of revenue in 2016. CNI is the largest carrier of forest products of any Class I rail in North America with roughly half of its forest product revenue tied to the U.S. and Canadian housing markets. Forest product revenue has increased at just 0.3% CAGR since 2006 as declining carloads (-4.1% CAGR) have offset solid yield improvement (4.5% CAGR). Figure 114: Forest Products as a % of Total Revenues Pulp and paper 47% All Other 84% Forest Products 16% Lumber and panels 53% Source: Deutsche Bank, Company filings Metals & Minerals -accounted for 11% of revenue in 2016. Revenue for metals & minerals has increased at a 3.8% CAGR since 2006 as strong growth in yields (5.9% CAGR) has offset carload declines (1.9% CAGR). This dynamic is likely due to a longer length of haul for CNI's Metals & Mining business as its revenue tonmiles (RTMs) have actually increased at a 1 5% CAGR since 2006. Commodities within this group are closely tied to oil and gas development, non- residential construction, and the auto industry. We note that Metals & minerals carloads are up nearly 30% ytd (through 3Q) due largely to stronger demand for frac sand (up 100%+ yoy in 3Q) and drilling pipe. We expect growth to moderate in 2018, however, due to tougher comps and increased sand competition from local mines in Texas. Deutsche Bank Securities Inc. Page 61 EFTA01415978 31 October 2017 Railroads Canadian Rails Figure 115: Metals & Minerals as a % of Total Revenues Increased oil and gas activity has resulted in strong demand for frac sand and drilling pipe. As a result, CNI's metals & mining carloads were up nearly 30% ytd through 3Q. Energy Minerals 33% All Other 89% Metals & Minerals 11% Metals 46% Materials 17% Iron Ore 4% Source: Deutsche Bank, Company filings Profitability trends In 2016, CNI reported operating income of C$5.3 billion, which has grown at a 10% CAGR since 2010. The company had an operating ratio (OR) of 55.9%, the lowest in company history and the lowest amongst all Class I rails. Further, this marks nearly 1,500bps of improvement from 2001's OR of 70.2%. We believe a large driver behind CNI's best-in-class operating ratio is the result of Hunter Harrison's Precision Railroading model which he put in place during his tenure as CEO from 2003-2009. As you can see in the figure below, CNI's operating ratio improved —300bps during this time (in spite of the great recession in 2008/9) and has continued to improve as increased efficiencies have helped CNI maximize incremental revenue growth. To this point, the company's incremental margins averaged nearly 60% from 2010-2015. Looking forward, management expects CNI's operating ratio to remain in the mid-50's over the next five years as the company plans to invest heavily and focus on top-line growth. Figure 116: CNI EBIT & YoY Changes (2005-2019E) 1,000 2,000 3,000 4,000 5,000 6,000 7,000 EFTA01415979 0 Operating Income Source: Deutsche Bank, Company filings 1% 7% 3% 7% (20%) (10%) 0% 10% 20% 30% YoY Change Source: Deutsche Bank, Company filings Figure 117: CNI Operating Ratio Trends since 2005 Harrison retires in 2009 30% 40% 50% 60% 70% 80% 90% Hunter Harrison appointed President & CEO Balance Sheet & Cash Flow overview Page 62 Deutsche Bank Securities Inc. EBIT ($ millions) YoY Change 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018E 69.8% 61.8% 66.7% 56.5% 56.3% 55.7% EFTA01415980 31 October 2017 Railroads Canadian Rails As of Q3 2017, CNI's net debt totaled C$10.58 excluding C$423M of off-balance sheet debt. Historically, CNI has been a relatively low leverage company with net debt/ebitda averaging 1.5x since 2010. At the end of 2016, net debt/ebitda was slightly higher than it's long-term average at 1.65x. In the figure below we depict the company's gross and net debt balances as well as its leverage ratio since 2005. Figure 118: CNI Gross Debt and Net Debt and leverage ratios (2005-2019E) 10,000 12,000 14,000 2,000 4,000 6,000 8,000 0 Gross Debt Source: Deutsche Bank, Company filings Net Debt Net Debt/ebitda 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x Over the past ten years, CNI's capex averaged 18.5% of revenue on an annualized basis and has primarily been used for network maintenance, additional rail siding, and rail equipment. In 2015 and 2016, however, capex climbed to —22% of sales as CNI made a number of investments in order to accommodate growth and improve productivity. Investments included 90 new high-horsepower locomotives. In 2017, the company expects capex to decline C$100M to C$2.68, or 20% of sales, due to reduced investments in new equipment. Over the next five years, management expects capex to remain roughly 20% of sales (vs. maintenance capex of 15%) as the company looks to gain market share and improve productivity largely through the use of new technologies. To this point, we expect CNI's free cash flow conversion to remain relatively stable at current levels. Deutsche Bank Securities Inc. Page 63 2005 2006 2007 EFTA01415981 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E EFTA01415982 31 October 2017 Railroads Canadian Rails Figure 119: FCF and FCF as a % of Net Income (2005-2019E) 1,000 1,500 2,000 2,500 3,000 3,500 4,000 500 0 Free Cash Flow Source: Deutsche Bank, Company filings % of NI 71.2% 72.1% 72.9% 0% 20% 40% 60% 80% 100% 120% CNI has done a good job of returning cash to shareholders through both dividends and share repurchases. Cumulatively, CNI has paid out over $8bn in dividends and repurchased C$17bn worth of shares. Moreover, CNI has grown its dividend payouts at a 13% CAGR over the past ten years. We expect the company to return 80-85% of net income to shareholders over the next several years. Figure 120: CNI returned nearly 90% of net income to shareholders in 2016 1,000 1,500 2,000 2,500 3,000 500 0 Repurchase of common stock Source: Deutsche Bank, Company filings Dividends paid % of NI 88% 84% 91% 93% 0% 20% EFTA01415983 40% 60% 80% 100% 120% 140% Page 64 Deutsche Bank Securities Inc. Cash Returned to shareholders Free Cash Flow ($ Millions) % of NI YoY Change EFTA01415984 31 October 2017 Railroads Canadian Rails Management Overview Luc Jobin — President & CEO Luc was appointed CEO of CNI in July, 2016 Joined the company in 2009 as Executive VP & CFO Luc has a diverse background and in his years prior to joining CNI served as Executive VP of Power Corporation Canada Mike Cory — Executive Vice President & COO Mike joined CNI in 1981 as a labourer at a diesel shop in Winnipeg and has held a number of different positions before being appointed Executive VP and COO in July, 2016 Prior to becoming COO, Mike served in a number of roles including customer service and marketing, a Superintendent, and as the General Manager of Operations for the Michigan sub region Ghislain Houle — Executive Vice President & CFO Ghislain was appointed CFO in July, 2016 and has held a number of positions at CNI in his 20-year tenure at the company Figure 121: CNI Share capital concentration Mass. Financial Services 6% RBC 4% Others 77% Cascade 13% Cascade RBC Mass. Financial Services Others Source: Deutsche Bank, FactSet Valuation Shares of CNI have performed well YTD - up 22% YTD, vs. +27% for the group (+21% ex-CSX), and +15% for the S&P 500. The stock currently trades at 19.1x Consensus NTM EPS, which is nearly 10% above its 5-year average and nearly 30% above its 15-year historical average. CNI is trading inline with its U.S. peers (despite the outsized impact U.S. tax reform would have on CSX, UNP, and NSC) and 8% above CP. We believe current valuation implies that CNI's recent market share wins will continue long-term which would suggest that CNI has an Deutsche Bank Securities Inc. Page 65 EFTA01415985 EFTA01415986 31 October 2017 Railroads Canadian Rails irreversible structural advantage over CP. We do not think this is the case, and expect CNI's multiple to revert closer to its historical 10-year average of 15.5x. Figure 122: CNI trades well above its historical fwd. P/E llx 13x 15x 17x 19x 21x 7x 9x '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 Fwd. P/E 15-Yr. Avg. Source: Deutsche Bank, FactSet Figure 123: CNI trades inline with its U.S. peers but nearly 10% above CP -28% 15.0x 10x 12x 14x 16x 18x 20x 22x 24x '12 '13 CP Source: Deutsche Bank, FactSet '14 CNI '15 '16 U.S. Class I's '17 On an EV/EBITDA basis, CNI currently trades at 12.2x our NTM EBITDA estimate. This represents a significant premium to the company's five year historical average. Figure 124: CNI's historical EV/EBITDA trends 10.0x 10.5x 11.0x 11.5x 12.0x EFTA01415987 12.5x 13.0x 13.5x 8.0x 8.5x 9.0x 9.5x EV/EBITDA Source: Deutsche Bank, FactSet 5-Yr. Avg. Page 66 Deutsche Bank Securities Inc. Aug-12 Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 May-16 Aug-16 Nov-16 Feb-17 May-17 Aug-17 EFTA01415988 31 October 2017 Railroads Canadian Rails Financial Statements Figure 125: CNI Income Statement Canadian National Railway (CNI) Quarterly Income Statement (C$ millions) Operating Revenue Total rail freight revenues YoY Change Other revenue YoY Change Total Operating Revenue YoY Change Operating Expenses Labor and fringe benefits Purchased services and material Fuel Depreciation and amortization Equipment costs Casualties and insurance Total Operating Expenses YoY Change Opex as a % of revenue Labor and fringe benefits Purchased services and material Fuel Depreciation and amortization Equipment costs Casualties and others Operating Ratio YoY Improvement (deterioration) Operating Income YoY Change Incremental Margin Other Income And Interest Expense Other income Interest expense Total other income Pretax income Effective income tax rate Income taxes Net income (continuing) Extraordinary items Net income (reported) YoY Change (continuing) Diluted EPS (Continuing) Extraordinary items Diluted EPS (Reported) YoY Change (continuing) Avg. basic shares outstanding EFTA01415989 Avg. diluted shares outstanding Source: Deutsche Bank, Company Filings 2012 2012 8,938 2013 2013 2014 2014 2015 2015 2016 2016 9,951 11,455 11,905 11,326 10.2% 11.3% 15.1% 3.9% (4.9%) 982 624 7.1% (36.5%) 679 706 711 9,920 10,575 12,134 12,611 12,037 9.9% 6.6% 14.7% 3.9% (4.6%) 1,952 1,248 1,524 924 249 338 6,235 2,182 1,351 1,619 980 275 295 6,702 2,319 1,598 1,846 1,050 329 368 7,510 2,406 1,729 1,285 1,158 373 394 7,345 EFTA01415990 8.8% 7.5% 12.1% (2.2%) 2,119 1,592 1,051 1,225 375 363 6,725 (8.4%) 3/31/2017 6/30/2017 9/30/2017 12/31/2017 Q1 2017 Q2 2017 Q3 2017 Q4 2017e 3,075 3,111 218 3,016 205 2017 2017E 2018 2018E 2019 2019E 3,106 12,308 12,637 13,346 8.1% 17.6% 7.2% 2.8% 8.7% 2.7% 5.6% 131 205 3,329 3,221 759 781 825 8.8% 4.0% 0.7% 10.1% 11.2% 2.0% 5.1% 6.8% 2.9% 3,206 3,311 13,067 13,418 14,171 8.2% 17.1% 6.9% 2.9% 8.6% 2.7% 5.6% 580 440 342 323 101 117 1,903 527 432 329 326 103 117 1,834 525 424 5.6% EFTA01415991 312 316 107 78 1,762 593 430 329 328 106 99 1,886 2,225 1,726 1,312 1,293 417 411 7,385 2,290 1,753 1,387 1,355 405 365 7,555 2,394 1,849 1,421 1,431 425 376 7,897 8.9% 18.4% 9 .6% 3.5% 9.8% 2.3% 4.5% 19.7% 20.6% 19.1% 19.1% 17.6% 18.1% 15.8% 16.3% 17.9% 17.0% 17.1% 16.9% 12.6% 12.8% 13.2% 13.7% 13.2% 13.7% 13.0% 13.2% 13.0% 13.2% 13.1% 13.1% 15.4% 15.3% 15.2% 10.2% 8.7% 10.7% 9.9% 9 .7% 9.9% 10.0% 10.3% 9.3% 9.3% 8. 7% 9.2% 10.2% 10.1% 9.8% 9.8% 9.9% 9.9% 10.1% 10.1% 2.5% 2.6% 2. 7% 3.0% 3.1% 3.2% 3.1% 3.3% 3 .2% 3.2% 3.0% 3.0% 3.4% 2.8% 3. 0% 3.1% 3.0% 3.6% 3.5% 2.4% 3 .0% 3.1% 2.7% 2.7% 62.9% 63.4% 61.9% 58.2% 55.9% 59.4% 55.1% 54.7% 57.0% 56.5% 56.3% 55.7% 10.0% 64 bps 3,685 (52 bps) 148 bps 3,873 4,624 365 bps 237 bps 5,266 5,312 (42 bps) EFTA01415992 1,303 (59 bps) (139 bps) 1,495 1,459 (32 bps) 1,425 (65 bps) 5,682 21 bps 5,863 58 bps 6,274 11.8% 5.1% 19.4% 13.9% 0.9% 7.1% 15.6% 3.7% 2.2% 7.0% 3.2% 7.0% 43.6% 28.7% 48.2% 134.6% N/A 35.5% 41.5% 25.1% 32.1% 35.9% 51.6% 54.6% 34 (342) (308) 3,377 4 (357) (353) 3,520 938 27 (371) (344) 4,280 1,185 47 (439) (392) 4,874 1,294 19 (480) (461) 4,851 1,270 2 (122) (120) 1,183 304 1 (123) (122) 1,373 360 5 (119) (114) EFTA01415993 1,345 27.3% 26.6% 27.7% 26.5% 26.2% 25.7% 26.2% 921 356 2,456 224 2,680 $2.81 0.26 $3.06 871.1 875.4 2,582 30 2,612 $3.05 0.04 $3.09 843.1 846.1 3,095 72 3,167 $3.76 0.09 $3.85 819.2 823.5 3,580 (42) 3,538 $4.44 (0.05) $4.39 800.7 805.1 3,581 59 3,640 $4.60 0.08 $4.67 776.0 779.2 879 5 884 $1.15 0.01 $1.16 761.3 26.5% EFTA01415994 764.5 1,013 18 1,031 $1.34 0.02 $1.36 756.1 759.7 989 (31) 958 $1.31 (0.04) $1.27 751.1 755.0 0 (121) (121) 1,304 26.5% 346 959 959 $1.28 $1.28 746.7 750.6 8 (485) (477) 5,205 0 (497) (497) 5,366 26.2% 26.5% 1,366 1,422 3,840 (8) 3,832 $5.07 (0.01) $5.06 753.8 757.4 3,944 EFTA01415995 $5.34 $5.34 734.0 737.9 3,944 4,245 11.9% 5.1% 19.9% 15.7% 0.0% 11.0% 17.1% 1.7% 0.7% 7.2% 2.7% 7.6% $5.90 $5.90 16.2% 8.8% 23.2% 18.1% 3.5% 14.5% 21.1% 4.5% 3.8% 10.3% 5.4% 10.3% 716.2 720.1 0 (499) (499) 5,776 26.5% 1,531 4,245 Deutsche Bank Securities Inc. Page 67 EFTA01415996 31 October 2017 Railroads Canadian Rails Figure 126: CNI Balance Sheet Canadian National Railway (CNI) Annual Balance Sheet (C$ millions) Assets Current Assets: Cash and cash equivalents Restricted cash and cash equivalent Accounts receivable, net Materials and supplies Deferred income taxes Other current assets Total Current Assets Total properties (gross) Less accumulated depreciation Net property and equipment Intangible assets Other assets Total Assets Liabilities And Owner's Equity Current Liabilities Accounts payable and liabilities Current portion of long term debt Other Total Current Liabilities Long term Debt Deferred income taxes Other long-term liablities Total Liabilities Shareholder's Equity Total Liabilities And Equities Source: Deutsche Bank, Company filings 2012 2012 2013 2013 2014 2014 2015 2015 2016 2016 2017 2017E 2018 2018E 2019 2019E 155 EFTA01415997 521 831 230 43 89 1,869 214 448 815 274 137 89 1,977 (10,579) 1,959 52 463 928 335 163 125 2,066 (11,195) 0 0 1,212 153 523 878 355 0 244 2,153 (12,203) 0 1,625 176 496 875 363 0 197 2,107 (12,412) 0 1,195 86 496 950 394 0 EFTA01415998 197 2,123 (13,438) 0 1,195 95 496 975 405 0 197 2,168 (14,176) 0 1,195 62 496 1,030 427 0 197 2,212 34,722 36,806 39,709 44,827 46,167 48,867 51,551 54,385 (10,181) 24,541 26,227 28,514 32,624 33,755 35,429 37,374 39,429 0 249 (14,956) 0 1,195 26,659 30,163 31,792 36,402 37,057 38,747 40,737 42,836 1,626 577 0 2,203 6,323 5,555 1,560 1,477 1,021 0 2,498 6,819 6,537 1,356 1,657 544 0 2,201 7,865 6,902 EFTA01415999 1,354 1,556 1,442 0 2,998 8,985 8,105 1,364 1,519 1,489 0 3,008 9,448 8,473 1,287 1,649 1,189 0 2,838 1,693 1,189 0 2,882 9,373 1,287 1,788 1,189 0 2,977 10,398 10,898 11,398 8,942 1,287 9,900 1,287 15,641 17,210 18,322 21,452 22,216 23,465 24,441 25,562 11,018 12,953 13,470 14,950 14,841 15,282 16,296 17,274 26,659 30,163 31,792 36,402 37,057 38,747 40,737 42,836 Page 68 Deutsche Bank Securities Inc. EFTA01416000 31 October 2017 Railroads Canadian Rails Figure 127: CNI Cash Flow Statement Canadian National Railway Company (CNI) Annual Cash Flow Statement (C$ millions) Operating Activities: Net Income Adjustments to reconcile net income Depreciation and ammortization Deferred income taxes Net gain from disposal of investments Net gain from disposal of property Write down of investment Other operating activities, net Changes in working capital Cash Flow From Operations Investing Activities: Capital investments Proceeds from asset sales Net capex Acquisitions net of cash acquired Disposal of properties Disposal of investments Other investing activities, net Cash Flow From Investing Financing Activities: Issuance of LTD Reduction of LTD Net Issuance of commercial paper Dividends paid Issuance of common shares related to stock options Repurchase of common stock Issuance of convertible preffered security Other financing activities, net Cash Flow From Financing Effect of foreign currency fluctuations Cash and cash equivalents, beginning of period Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, end of period Source: Deutsche Bank, Company filings 2012 2012 2,680 924 451 0 (281) 0 (780) 66 EFTA01416001 3,060 (1,731) 0 (1,731) 0 311 0 (1) (1,421) 493 (140) (652) 117 (1,400) 0 0 (1,582) (3) 101 54 155 2013 2013 2,612 980 331 0 (69) 0 (68) (238) 3,548 (1,973) 0 (1,973) 0 52 0 69 (1,852) 1,582 (1,413) 268 (724) 31 (1,400) 0 0 (1,656) 19 155 EFTA01416002 59 214 2014 2014 3,167 1,050 416 0 (80) 0 (67) (105) 4,381 (2,297) 0 (2,297) 0 173 0 (52) (2,176) 1,022 (822) (277) (818) 30 (1,505) 0 0 (2,370) 3 214 (162) 52 2015 2015 3,538 1,158 600 0 0 0 0 (156) 5,140 (2,706) 0 (2,706) 0 0 0 EFTA01416003 (121) (2,827) 841 (752) 451 (996) 79 (1,742) 0 (104) (2,223) 11 52 101 153 2016 2016 3,640 1,225 704 0 (76) 0 (256) (35) 5,202 (2,695) 0 (2,695) 0 85 0 (45) (2,655) 1,509 (955) 137 (1,159) 61 (1,992) 0 (140) (2,539) 15 153 23 672 2017 2017E 3,832 1,293 EFTA01416004 585 0 0 0 (250) (24) 5,435 (2,700) 0 (2,700) 0 0 0 0 (2,700) 750 (100) (300) (1,240) 65 (2,000) 0 0 (2,825) 672 (90) 582 2018 2018E 3,944 1,355 617 0 0 0 (250) (8) 5,658 (2,684) 0 (2,684) 0 0 0 0 (2,684) 500 0 0 (1,331) 65 EFTA01416005 (2,200) 0 0 (2,966) 582 8 591 2019 2019E 4,245 1,431 664 0 0 0 (250) (18) 6,073 (2,834) 0 (2,834) 0 0 0 0 (2,834) 500 0 0 (1,436) 65 (2,400) 0 0 (3,271) 591 (33) 558 Deutsche Bank Securities Inc. Page 69 EFTA01416006 31 October 2017 Railroads Canadian Rails Model updated: 25 October 2017 Running the numbers North America Canada Railroads Canadian National Reuters: CNI.N Sell Price (30 Oct 17) Target Price 52 Week range Market cap (m) Company Profile Canadian National, headquartered in Montreal, Canada, provides rail and intermodal freight transportation services over a 20,000 mile network connecting all four major ports in Canada (Prince Rupert, Vancouver, Halifax & Montreal) to the Gulf of Mexico. In 2016, CNI generated C$12bn of revenue and $5.3bn of ebit. USD 81.21 USD 73.00 USD 61.95 - 83.85 USDm 61,215 EURm 52,649 Income Statement (CADm) Sales EBITDA EBIT Pre-tax profit Net income Cash Flow (CADm) Cash flow from operations Net Capex Free cash flow Equity raised/(bought back) Dividends paid Price Performance 40 50 60 70 80 90 Jan '16 Margin Trends 35 40 45 50 EFTA01416007 55 60 14 15 Growth & Profitibility 10 15 20 -10 -5 0 5 14 Solvency 100 125 25 50 75 0 14 15 Seldon Clarke, CFA 16 Net debt/equity (LHS) 17E 18E 19E Net interest cover (RHS) 10.5 11 11.5 12 12.5 13 15 16 17E Sales growth (LHS) 18E 19E ROE (RHS) 23.5 24 24.5 25 25.5 26 26.5 EFTA01416008 16 EBITDA Margin 17E 18E EBIT Margin 19E Jul '16 Canadian National Jan '17 Jul '17 TSE Composite (Rebased) Net inc/(dec) in borrowings Other investing/financing cash flows Net cash flow Change in working capital Balance Sheet (CADm) Cash and cash equivalents Property, plant & equipment Goodwill Other assets Total assets Debt Other liabilities Total liabilities Total shareholders' equity Net debt Key Company Metrics Sales growth (%) DB EPS growth (%) Payout ratio (%) EBITDA Margin (%) EBIT Margin (%) ROE (%) Net debt/equity (%) Net interest cover (x) DuPont Analysis EBIT margin (%) x Asset turnover (x) x Financial cost ratio (x) x Tax and other effects (x) = ROA (post tax) (%) x Financial leverage (x) = ROE (%) annual growth (%) x NTA/share (avg) (x) = Reported EPS annual growth (%) 12,134 5,674 4,624 4,280 EFTA01416009 3,167 4,381 -2,297 2,084 -1,475 -818 -77 124 -162 -105 12,611 6,424 5,266 4,874 3,538 5,140 -2,706 2,434 -1,663 -996 540 -214 101 -156 12,037 6,537 5,312 4,851 3,640 5,202 -2,695 2,507 -1,931 -1,159 691 -85 23 -35 13,067 6,975 5,682 5,205 3,832 5,435 -2,700 2,735 -1,935 -1,240 350 0 -90 EFTA01416010 -24 13,418 7,218 5,863 5,366 3,944 5,658 -2,684 2,974 -2,135 -1,331 500 0 8 -8 14,171 7,706 6,274 5,776 4,245 6,073 -2,834 3,239 -2,335 -1,436 500 0 -33 -18 Bloomberg: CNI US Fiscal year end 31-Dec Financial Summary DB EPS (CAD) Reported EPS (CAD) DPS (CAD) BVPS (CAD) Valuation Metrics Price/Sales (x) P/E (DB) (x) P/E (Reported) (x) P/BV (x) FCF yield (%) Dividend yield (%) EV/Sales EV/EBITDA EV/EBIT 2014 3.76 3.85 1.00 16.44 EFTA01416011 2015 4.45 4.39 1.24 18.67 2016 4.60 4.67 1.49 19.13 2017E 5.07 5.06 1.64 20.27 2018E 5.34 5.34 1.81 22.20 2019E 5.90 5.90 1.99 24.12 4.7 18.6 18.1 4.9 3.6 1.4 5.4 11.5 14.1 5.0 17.7 17.9 4.2 3.9 1.6 5.8 11.3 13.8 5.2 17.7 17.4 4.7 4.0 1.8 6.1 11.2 EFTA01416012 13.8 6.0 20.6 20.6 5.1 3.5 1.6 6.9 12.8 15.8 5.9 19.5 19.5 4.7 3.9 1.7 6.7 12.5 15.4 5.5 17.7 17.7 4.3 4.3 1.9 6.4 11.8 14.4 52 28,514 0 3,226 31,792 8,409 9,913 18,322 13,470 8,357 14.7 23.2 25.8 46.8 38.1 24.0 62.0 12.5 153 32,624 0 3,625 36,402 EFTA01416013 10,427 11,025 21,452 14,950 10,274 3.9 18.3 28.2 50.9 41.8 24.9 68.7 12.0 176 33,755 0 3,126 37,057 10,937 11,279 22,216 14,841 10,761 -4.6 3.4 31.8 54.3 44.1 24.4 72.5 11.1 86 35,429 0 3,232 38,747 11,587 11,878 23,465 15,282 11,501 8.6 10.3 32.4 53.4 43.5 25.4 75.3 11.7 95 37,374 EFTA01416014 0 3,268 40,737 12,087 12,354 24,441 16,296 11,992 2.7 5.4 33.8 53.8 43.7 25.0 73.6 11.8 62 39,429 0 3,345 42,836 12,587 12,975 25,562 17,274 12,525 5.6 10.3 33.7 54.4 44.3 25.3 72.5 12.6 38.1 0.4 0.9 0.7 10.2 2.3 24.0 10.0 16.0 3.85 24.6 Source: Company data, Deutsche Securities estimates 41.8 0.4 0.9 0.7 10.4 EFTA01416015 2.4 24.9 3.9 17.6 4.39 14.3 44.1 0.3 0.9 0.8 9.9 2.5 24.4 -1.9 19.1 4.67 6.3 43.5 0.3 0.9 0.7 10.1 2.5 25.4 4.1 19.9 5.06 8.3 43.7 0.3 0.9 0.7 9.9 2.5 25.0 -1.8 21.4 5.34 5.7 44.3 0.3 0.9 0.7 10.2 2.5 25.3 1.3 23.3 5.90 10.3 Page 70 EFTA01416016 Deutsche Bank Securities Inc. EFTA01416017 31 October 2017 Railroads Canadian Rails Model updated: 24 October 2017 Running the numbers North America Canada Railroads Canadian Pacific Reuters: CP.N Buy Price (30 Oct 17) Target Price 52 Week range Market cap (m) Company Profile Canadian Pacific, headquartered in Calgary, Canada, provides rail and intermodal freight transportation services over 12,000 route miles spanning six Provinces in Canada and 13 states in the U.S. Its network consists of four primary corridors: Western, Eastern, Central, and the Northeast United States In 2016, the company generated C$6.2bn of revenue and C$2.6bn of EBIT. Price Performance 200 125 150 175 100 75 Jan '16 Margin Trends 30 35 40 45 50 55 60 14 15 Growth & Profitibility 10 -10 -5 0 5 14 Solvency 100 150 200 EFTA01416018 50 0 14 15 Seldon Clarke, CFA 16 Net debt/equity (LHS) 17E 18E 19E Net interest cover (RHS) 5 6 7 8 9 15 16 17E Sales growth (LHS) 18E ROE (RHS) 19E 15 20 25 30 35 16 EBITDA Margin 17E 18E EBIT Margin 19E Jul '16 Canadian Pacific Jan '17 Jul '17 TSE Composite (Rebased) USD 174.7 USD 209.0 USD 139.33 - 177.61 USDm 25,418 EURm 21,861 Income Statement (CADm) Sales EBITDA EBIT Pre-tax profit EFTA01416019 Net income Cash Flow (CADm) Cash flow from operations Net Capex Free cash flow Equity raised/(bought back) Dividends paid Net inc/(dec) in borrowings Other investing/financing cash flows Net cash flow Change in working capital Balance Sheet (CADm) Cash and cash equivalents Property, plant & equipment Goodwill Other assets Total assets Debt Other liabilities Total liabilities Total shareholders' equity Net debt Key Company Metrics Sales growth (%) DB EPS growth (%) Payout ratio (%) EBITDA Margin (%) EBIT Margin (%) ROE (%) Net debt/equity (%) Net interest cover (x) DuPont Analysis EBIT margin (%) x Asset turnover (x) x Financial cost ratio (x) x Tax and other effects (x) = ROA (post tax) (%) x Financial leverage (x) = ROE (%) annual growth (%) x NTA/share (avg) (x) = Reported EPS annual growth (%) 6,620 2,891 2,339 2,050 1,480 2,123 -1,397 726 EFTA01416020 -1,988 -244 588 668 -250 -124 6,712 3,215 2,620 2,245 1,352 2,459 -1,449 1,010 -2,744 -226 2,013 371 424 275 6,232 3,218 2,578 2,098 1,599 2,089 -1,066 1,023 -1,189 -255 -46 -19 -486 -55 6,543 3,407 2,747 2,271 1,893 2,385 -1,235 1,150 -1,000 -309 120 5 -34 11 6,831 3,643 2,960 EFTA01416021 2,492 1,832 2,716 -1,275 1,441 -1,115 -328 120 40 158 -10 7,265 3,945 3,226 2,743 2,016 2,983 -1,325 1,658 -1,300 -349 95 25 129 7 Bloomberg: CP US Fiscal year end 31-Dec Financial Summary DB EPS (CAD) Reported EPS (CAD) DPS (CAD) BVPS (CAD) Valuation Metrics Price/Sales (x) P/E (DB) (x) P/E (Reported) (x) P/BV (x) FCF yield (%) Dividend yield (%) EV/Sales EV/EBITDA EV/EBIT 2014 8.52 8.49 0.00 32.47 2015 10.09 8.40 0.00 EFTA01416022 30.01 2016 10.29 10.62 0.00 30.93 2017E 11.44 12.98 0.00 49.56 2018E 13.14 13.14 0.00 70.64 2019E 14.95 14.95 0.00 95.11 5.0 22.4 22.5 6.7 2.2 0.0 5.8 13.3 16.4 4.9 20.2 24.3 5.8 3.1 0.0 6.1 12.7 15.6 4.3 17.5 17.0 6.2 3.8 0.0 5.7 11.0 13.7 5.0 19.6 17.3 EFTA01416023 4.5 3.5 0.0 6.3 12.1 15.0 4.8 17.1 17.1 3.2 4.6 0.0 6.0 11.3 13.9 4.5 15.0 15.0 2.4 5.5 0.0 5.6 10.4 12.7 226 14,438 176 1,800 16,640 5,793 5,237 11,030 5,610 5,567 650 16,273 211 2,503 19,637 8,957 5,884 14,841 4,796 8,307 nm na 0.0 43.7 35.3 26.4 99.2 EFTA01416024 8.3 1.4 18.5 0.0 47.9 39.0 26.0 173.2 6.6 164 16,689 202 2,166 19,221 8,684 5,911 14,595 4,626 8,520 -7.2 2.0 0.0 51.6 41.4 33.9 184.2 5.5 130 17,264 202 4,456 22,052 8,804 6,038 14,842 7,210 8,674 5.0 11.2 0.0 52.1 42.0 32.0 120.3 5.8 288 17,856 202 6,582 24,928 8,924 EFTA01416025 6,176 15,100 9,828 8,636 4.4 14.8 0.0 53.3 43.3 21.5 87.9 6.3 416 18,462 202 9,153 28,233 9,019 6,420 15,439 12,794 8,603 6.4 13.8 0.0 54.3 44.4 17.8 67.2 6.7 35.3 0.4 0.9 0.7 8.9 3.0 26.4 na 32.2 8.49 na Source: Company data, Deutsche Securities estimates 39.0 0.4 0.8 0.6 7.5 3.5 26.0 -1.5 32.3 EFTA01416026 8.40 -1.0 41.4 0.3 0.8 0.8 8.2 4.1 33.9 30.6 31.3 10.62 26.5 42.0 0.3 0.8 0.8 9.2 3.5 32.0 -5.8 40.6 12.98 22.2 43.3 0.3 0.8 0.7 7.8 2.8 21.5 -32.8 61.1 13.14 1.2 44.4 0.3 0.9 0.7 7.6 2.3 17.8 -17.1 83.9 14.95 13.8 Deutsche Bank Securities Inc. Page 71 EFTA01416027 31 October 2017 Railroads Canadian Rails Appendix 1 Important Disclosures *Other information available upon request Disclosure checklist Company Canadian National Canadian Pacific Ticker CNI.N CP.N Recent price* 81.21 (USD) 30 Oct 2017 Disclosure NA 174.74 (USD) 30 Oct 2017 NA *Prices are current as of the end of the previous trading session unless otherwise indicated and are sourced from local exchanges via Reuters, Bloomberg, and other vendors. Other information is sourced from Deutsche Bank, subject companies, and other sources. For disclosures pertaining to recommendations or estimates made on securities other than the primary subject of this research, please see the most recently published company report or visit our global disclosure look-up page on our website at http://gm.db.com/ger/disclosure/ DisclosureDirectory.eqsr. Aside from within this report, important conflict disclosures can also be found at https://gm/db.com/equities under the "Disclosures Lookup" and "Legal" tabs. Investors are strongly encouraged to review this information before investing. Analyst Certification The views expressed in this report accurately reflect the personal views of the undersigned lead analyst about the subject issuers and the securities of those issuers. In addition, the undersigned lead analyst has not and will not receive any compensation for providing a specific recommendation or view in this report. Seldon Clarke Historical recommendations and target price. Canadian National (CNI.N) (as of 10/30/2017) 100.00 Current Recommendations Buy Hold Sell 75.00 Not Rated Suspended Rating 50.00 ** Analyst is no longer at EFTA01416028 Deutsche Bank 25.00 0.00 Jan '16 May '16 Sep '16 Date Jan '17 May '17 Sep '17 Page 72 Deutsche Bank Securities Inc. Security price EFTA01416029 31 October 2017 Railroads Canadian Rails Historical recommendations and target price. Canadian Pacific (CP.N) (as of 10/30/2017) 200.00 Current Recommendations Buy Hold Sell 150.00 Not Rated Suspended Rating 100.00 ** Analyst is no longer at Deutsche Bank 50.00 0.00 Jan '16 May '16 Sep '16 Date Equity Rating Key Buy: Based on a current 12- month view of total share-holder return (TSR = percentage change in share price from current price to projected target price plus pro-jected dividend yield ) we recommend that investors buy the stock. Sell: Based on a current 12-month view of total share-holder return, we recommend that investors sell the stock. Hold: We take a neutral view on the stock 12-months out and, based on this time horizon, do not recommend either a Buy or Sell. Newly issued research recommendations and target prices supersede previously published research. 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Page 77 EFTA01416039 David Folkerts-Landau Group Chief Economist and Global Head of Research Raj Hindocha Global Chief Operating Officer Research Anthony Klarman Global Head of Debt Research Michael Spencer Head of APAC Research Global Head of Economics Paul Reynolds Head of EMEA Equity Research Andreas Neubauer Head of Research - Germany International locations Deutsche Bank AG Deutsche Bank Place Level 16 Corner of Hunter & Phillip Streets Sydney, NSW 2000 Australia Tel: (61) 2 8258 1234 Deutsche Bank AG London 1 Great Winchester Street London EC2N 2EQ United Kingdom Tel: (44) 20 7545 8000 Deutsche Bank AG Mainzer Landstrasse 11-17 60329 Frankfurt am Main Germany Tel: (49) 69 910 00 Deutsche Bank Securities Inc 60 Wall Street New York, NY 10005 United States of America Tel: (1) 212 250 2500 Deutsche Bank AG Filiale Hongkong International Commerce Centre, 1 Austin Road West,Kowloon, Hong Kong Tel: (852) 2203 8888 Deutsche Securities Inc. 2-11-1 Nagatacho Sanno Park Tower Chiyoda-ku, Tokyo 100-6171 Japan Tel: (81) 3 5156 6770 EFTA01416040 Dave Clark Head of APAC Equity Research Spyros Mesomeris Global Head of Quantitative and QIS Research Steve Pollard Head of Americas Research Global Head of Equity Research Pam Finelli Global Head of Equity Derivatives Research EFTA01416041

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Court UnsealedAug 26, 2014

Trial Exhibit List

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION ----------------------------------------------------x : : In re: : : CITY OF DETROIT, MICHIGAN, : Debtor. : Chapter 9 Case No. 13-53846 Hon. Steven W. Rhodes : ----------------------------------------------------x STIPULATION TO ENTRY OF JOINT FINAL PRETRIAL ORDER BY DEBTOR AND CERTAIN PLAN OBJECTORS Pursuant to Local Bankruptcy Rule 7016-1 and paragraph 6(c) of the Eighth Amended Order Establishing Procedures

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